BANCA POPOLARE DI RAVENNA SPA
Transcription
BANCA POPOLARE DI RAVENNA SPA
__________________________________________________________________________________________________________________ ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2008 Report on Operations Financial statements Notes to the financial statements Abridged English translation of the original issued in Italian GRUPPO CREDITIZIO BANCA CARIM - CASSA DI RISPARMIO DI RIMINI S.p.A. _________________________________________________________________________________________________ Banca Carim – Cassa di Risparmio di Rimini S.p.A. Member of the Interbank Deposit Protection Fund Rimini Companies’ Register at no. 13899 Register of Banking Groups - Code 6285.1 Share Capital at 29 April 2009 €117,498,000.00 fully paid-in 481 CORPORATE OFFICERS AND SENIOR MANAGEMENT ____________________________________________________________________________________________________ BOARD OF DIRECTORS Chairman Giuliano Ioni Deputy Chairman Luciano Liuzzi Directors Fabio Bonori Roberto Ferrari Mauro Gardenghi Mauro Ioli Vincenzo Leardini Raffaele Mussoni Franco Paesani Gianfranco Vanzini Ulderico Vicini EXECUTIVE COMMITTEE Chairman Giuliano Ioni Members Luciano Liuzzi Franco Paesani Ulderico Vicini BOARD OF STATUTORY AUDITORS Chairman Pier Paolo Paganini Standing Auditors Marcello Pagliacci Bruno Piccioni SENIOR MANAGEMENT General Manager Alberto Martini Deputy General Manager Claudio Grossi 483 484 REPORT ON OPERATIONS MACROECONOMIC CONTEXT In 2008 the world economy grew by 3.4%, witnessing a sharp fall from the 5.2% increase of the previous year. The painful financial crisis that began in the summer of 2007 was exacerbated in the autumn of 2008, resulting in a substantial decrease of industrial output and a strong GDP contraction in the main industrial countries. The pace of economic growth slowed down considerably also in the emerging countries, even though these economies are still acting as engines for global growth. The year was marked by the high volatility of oil prices, as the average price per barrel first rose from $72.5 to $98.5 and then plunged in the second half of the year. In the year just ended, the United States saw its GDP go up by 1.3%, compared with 2.0% in 2007, and showed strong recession signals toward the end of the period. The slowdown of the US economy was due mainly to the serious contraction of investments, especially those in the housing sector which declined by 20%. Imports, too, decreased (down 3.3%) while consumer spending was nearly flat (up 0.3%). The US government reacted by implementing an expansive fiscal policy which translated into a higher public expenditure (up 2.9%). In Japan GDP even fell (down 0.7%), due mainly to the economy’s dismal performance, particularly in the last quarter, the worst in the last 35 years, with a negative growth rate of 4.6%. In the Euro area GDP grew by 0.8% for the year as a whole, showing a substantial decrease from 2.7% a year earlier. Growth was kept in check especially by consumer spending (up 0.6%) while fixed investments, imports and exports performed slightly better. Also in this area, the most worrying signals came from the latter part of the year, considering that in December the manufacturing output dropped by 11.1% on an annual basis. The rate of inflation rose above the 3% limit (3.3% in 2008 as against 2.1% in 2007), as prices came under pressure throughout the main European countries. Concerning the currency market, 2008 saw the euro rise further against the US dollar - as the average exchange rate for the year stood at 1.471, compared with 1.371 in 2007 – and the pound sterling. On the other hand, the euro lost ground against the Japanese yen, falling from 161.3 to 152.3. The year under review saw also a significant easing in monetary policy. In its attempt to deal with the serious financial and economic crisis, the US Federal Reserve cut the fed funds rate as many as 7 times during the year, from 4.25% at the end of 2007 to a level ranging from 0% and 0.25%. The European Central Bank began by a partial tightening, so as to stave off the inflation fuelled by rising commodity prices. However, starting in October, it too began to implement an expansionary monetary policy, lowering the refi rate three times, to 2.5% at year-end (compared with 4.0% at the end of 2007). After two additional cuts after March 11, 2009, the refi rate was down to 1.50%. In 2008, Italy’s GDP decreased. After negative growth rates for three quarters in a row, the average for the year was -0.9% (compared with a positive growth rate of 1.5% for 2007). The recession worsened in the last few months, as manufacturing output fell by as much as 14.3% on an annual basis. During the year under review, the only positive 485 component was government expenditure (up 1.1%) , while fixed investment (down 0.7%), consumer spending (down 0.4%), imports (down 2.1%) and exports (down 0.5%) were all negative compared with 2007. The unemployment rate went up again, after several years, and stood at 6.7% in the third quarter, as opposed to 6.2% for the comparable year-earlier period (however, Italy’s unemployment rate is lower than the average for the Euro Area). On the consumer price front, the average for 2008 rose to 3.2% as against 1.7% in 2007. The public budget deteriorated again, as the deficit-to-GDP ratio should reach 2.6%, which is 1 percentage point higher than the comparable figure in 2007. This deficit increase and lower GDP growth caused the debt-to-GDP ratio to rise again, reaching 105.9%, compared with 104.1% in 2007. In keeping with the highly negative performance of all equity markets, the Italian Stock Exchange’s index, Mibtel, posted a 48.7% decrease for the year. GDP in the Emilia Romagna region are expected to have risen 0.1%, reflecting a substantial slowdown from the 2.0% growth rate posted in 2007, which was still higher than the national average. Output, new orders and sales weakened as the months went by. Consumer spending decreased for small and medium retailers, and rose at a slower pace for large retailers. Positive news came from a limited number of sectors – in some cases with rather low growth rates – such as air and sea shipping. The only growth signals came from agriculture, whose value added went up by 7.4%. As noted above, regional demand decelerated, especially household spending, which should be down 0.1%. Fixed investments proved more resilient (up 1.5%) while exports rose by 1.2%. The rate of unemployment rose again, from 2.8% to 3.3%, reflecting one of the lowest rates of increase for the country as a whole. In line with the Emilia Romagna region as a whole in the year under review, the Province of Rimini saw the progressive deterioration of the main economic indicators. The growth achieved in the first half was followed by a sharp drop in the third quarter, which was further exacerbated in the following months. The overall manufacturing output should decrease by 0.5%, while new orders should decrease by 0.7%. Exports should still be positive (up 1.8%), though much worse than in 2007 (up 3.9%). Labour market data is available for 2007. After years of constant growth, the size of the workforce (129,000) and the employment rate (65.9%) remained stable, compared with 2006. On the other hand, the unemployment rate deteriorated, and went from 4.2% to 4.5%, and was higher than the average for the region. Despite some difficulties, the 2008 tourist season proved resilient. Total arrivals were up 0.8% on the previous year, thanks mainly to the Italian component (up 1.4%) while the foreign inflow declined by 1.4%. In 2008 total visitors decreased by 0.9%, also in this case due to foreign tourists (down 2.4%) more than to the Italian (down 0.5%). The above trends confirmed a preference for shorter stays, as these fell further, to 5.20 days in 2008, compared with 5.30 days in 2007. The congress and fair sectors slowed down as well. Data in the first half of the year saw an increase in the number of days to 2.9% (a far cry from the 29.5% in the previous year). The number of participants improved as in the same period they totalled 882,000, with a 9.7% increase. In 2008, the Rimini Exhibition Centre had a total of 1,583,000 visitors, showing a 9.8% increase on the preceding year. 486 In 2008, the “Federico Fellini” airport posted a contraction in passenger traffic, with passenger arrivals down 13% and departures down 14%. However, in both cases absolute numbers were above 200,000 passengers each. The only growth segment was cargo traffic, as the volume of goods shipped rose by 18%. Concerning the banking system at national level, funding rose by 11.7%, compared with 7.9% in 2007. Growth in this area was driven once again by bonds, which rose by 21.2%, followed, in terms of percentage change, by repurchase agreements (up 10.2%). New loans provided by banks showed a decrease closely related to the recession and the resulting cuts in firms’ investment plans. Loans rose by only 4.9%, which was considerably lower than the 9.8% increase for the previous year. The increase was fuelled mainly by short-term lending (up 6.6%) while medium-to-long term loans rose at a slower pace (up 3.9%). The main risk indicators show that credit quality was good also in 2008, as non-performing loans decreased by 2.7% while the ratio of non-performing loans to total loans fell from 1.18% to 1.08%. After experiencing significant pressures, money market rates declined significantly toward the latter part of 2008. In particular, the 3-month Euribor ended at 3.29%, compared with 4.85% at the end of December 2007 (in October 2008 this rate rose to as much as 5.11%). This translated into an increase in the rates of interest extended by Italian banks. The average funding rate went from 2.89% at the end of 2007 to 3.01% in December 2008. In the same period, average lending rates decreased from 6.18% to 6.08%. As regards the local credit market, based on figures available at 30 September 2008, over the past 12 months the number of branches in the province of Rimini rose from 292 to 295. In the same period, in the province deposits rose by 6.0%. This was higher than the comparable increase at the national level (4.8%) but the lending rate was higher still (6.5%). Over the past 12 months, non-performing loans rose at a pace lower than the lending rate (5.6%). This underperformed the national trend, which featured a 9.6% decrease in non-performing loans. In terms of concentration, the number of residents per branch fell further, from 1,039 at the close of 2006 to 1,015 at the end of 2007 (latest year for which figures are available). OUR BANK Also 2008 was an eventful year for our Bank. In a scenario characterized by a further slowdown of the economy and extreme volatility on financial markets, Banca Carim pursued its goals of customer satisfaction, business growth and financial soundness thanks to the efficient use of its assets, thus enhancing its role as the key bank for the province of Rimini. As in previous years, in the period under review Banca Carim saw a significant increase of direct funding (up 12.72%), which was even higher than the 11.1% rise posted in 2007. As in the past, this performance was fostered by a high propensity to save in highly liquid instruments. Thus, the products the provided the greatest boost to the increase in direct funding were certificates of deposit and bonds, which went up by €340 million. 487 This increase showed that our strong roots in the community are still a significant competitive factor, as it nurtures the widespread perception that in such volatile financial markets our products are safe. Bonds showed a constant increase throughout the year while certificates of deposit gathered speed toward the end of the year, as the financial crisis became acute. Indirect funding, instead, experienced a declined in 2008, due to the fall in equities and customer divestments. This item decreased by 16.8%, reflecting an amount that nearly offset the increase in direct funding. The decrease occurred mostly in asset management products (segregated accounts, mutual funds and insurance products). Also securities held in custody decreased, though at a lower rate than asset management products. On the other hand, repurchase agreements, which for reporting purposes are accounted for as indirect funding, experienced a significant increase. In the year under review, loans rose by 6.1%, This shows that also in such difficult circumstances as those that characterized the economy, especially in the second half of 2008, Banca Carim was paramount in supporting economic growth in the community in which it operates. As in past years, these were mostly medium-to-long term loans secured by adequate collateral. Meanwhile, our Bank continued to diversify its loan portfolio, by lending to a greater variety of industries and to a larger number of borrowers. The large increase in direct funding allowed our Bank to increase its market share. In the province of Rimini, such market share in direct funding (demand deposits, saving passbooks and certificates of deposit) exceeded 30% once again, as it went from 30.1% in September 2007 to 30.3% in the same month of 2008. On the other hand, the Bank’s loan market share fell from 19.8% in September 2007 to 18.9% in September 2008, an indication of the growing pressure exercised by new competitors in the province of Rimini. As to operating results, it is worthy of note that the increase in loans and deposits, together with the trend in spreads in the phase of rising interest rates until the autumn of 2008, made it possible to post a 5.1% increase in net interest income, which crossed the €100 million threshold (€102.8 million). On the service front, results were good. The uncertainty of financial markets and the difficulties in distributing products associated with them had an impact on net commission income, which in any case was in line with the previous year’s. Administrative expenses went up by 8.10%, a rate of increase significantly higher than in the past few years. However, it should be emphasized that this was related to the exceptional effort undertaken to change the corporate information system. On October 10, 2008 Standard & Poor’s confirmed, in connection with its annual review, Banca Carim’s short- and long-term counterparty ratings and changed the outlook from stable to negative. Thus, the Bank’s ratings are as follows: • Long term “BBB+“; • Short term “A-2”; • Outlook: “negative”. 488 The main indicators related to the Company’s specific activity, and its performance and financial situation, are summarized in the introduction and are described in greater detail in this report as a comment to the individual items. Such indicators are confirmed by the tables in the notes. On March 12, 2009 the €250 million Eurobond issued in 2004 came to maturity. Repayment was made in full, without any refinancing, which reflected the Bank’s financial strength and its ability to manage effectively its cash despite significant capital market tensions. DISCLOSURE ON FINANCIAL PRODUCTS AND THE CRISIS IN FINANCIAL MARKETS The current negative phase in the national and international financial markets, and the difficulties experienced by several financial institutions, including some prominent ones, prompted domestic and supranational Supervisors to urge financial operators to use the utmost transparency in illustrating their exposure to market and credit risk in all their forms. During the last few months of 2008, several initiatives were undertaken, both nationally and internationally, to mitigate the impact of the financial crisis, which resulted in losses in value of debt securities that were more severe than warranted by the current risk scenarios in terms of their consequences for company accounts. Specifically: On October 10, 2008 the FASB (Financial Accounting Standards Board, the US accounting standard setter) published FAS 157-3 to provide guidance on how to determine fair value when markets are no longer active. The IASB (International Accounting Standards Board, the IFRS setter) informed that its staff considers the content of this paper consistent with the IFRS; On October 13, 2008, the IAS published, in a very short timeframe, amendments to IAS 39 and IFRS 7 in the matter of financial instruments, permitting the reclassification, in “rare circumstances”, of part of the financial instruments held in portfolio so as to recognize them at cost or amortized cost and not at their fair value. On October 31, 2008 the IASB Expert Advisory Panel published guidance on the use of “valuation models” to measure the fair value of financial instruments traded in markets that are no longer active. This guidance clarified in a conclusive manner that prices resulting from forced transactions or distress sales should not be used, indicating that to measure fair value properly, the preparer of financial statements can use all the information that the market makes available. These steps were taken in relation to the use of fair value as a valuation criterion adopted at international level to measure and report the current market value of financial instruments in company balance sheets. In fact, the use of such approach links inevitably the carrying value of financial instruments to market vagaries, thus leading to the recognition of unrealized gains and losses, enhancing volatility in turn. The situation becomes particularly sensitive in a situation such as that determined by the financial crisis, with its illiquid market and turmoil, where thin trading and its irregular pattern give a distorted view of the value of the firm or the bond underlying the quoted financial instrument. 489 FUNDING Total funding at 31 December 2008, including insurance premiums, amounted to €5,667.52 million, which was basically unchanged (up 0.15%) from the previous year (€5,658.78 million). Direct funding - which includes customers’ deposits (net of repurchase agreements), bonds issued by the Bank and financial liabilities (also issued by the Bank) recognized at fair value - amounted to €3,664.05 million, showing a 12.72% growth rate on the comparable amount at the end of 2007 (€3,250.68 million). The financial crisis affected negatively indirect funding, which as usual is reported at market value and includes repurchase agreements, fell by 16.80%, to €2,003.47 million. Considering also shares deposited by companies, total indirect funding amounted to €2,455.70 million, compared with €2,857.90 million in previous period (down 14.07%). Among the most important components, assets under management amounted to €554.47 million, with a substantial decrease from the comparable year-earlier figure (down 33.11%), espescially because of the decline in segregated accounts (€277.30 million). With respect to segregated accounts in particular, the system as a whole posted a a 36% decrease in November 2008 (source Monthly Outlook – March 2009). LOANS At financial year-end loans to customers, inclusive of write-downs, amounted to €3,067.82 million, registering an increase of 6.05% on the previous year. As at the reporting date, the ratio of gross non-performing loans to gross loans was 1.65% (1.04% at year-end 2007). This ratio was significantly better than the national average which, at 30 September 2007, stood at 2.80% (source Bank of Italy’s Statistical Bulletin) , providing further evidence to the constant and prudent cash and asset/liability management policy adopted by Banca Carim. The ratio of gross loans to direct funding was 83.73% (88.99% at 31 December 2007). Following the repayment of the €250 million Eurobond on March 12, 2009, this ratio was 88.23%, as compared with 84.07% for the system as a whole (source Monthly Outlook – March 2009). A comparison with previous years shows that medium- and long-term loans, net of any write-downs, which are secured by adequate collateral, rose by 8.75%, to €2,097.06 million. Short-term loans stood at €970.76 million. Non-performing loans, net of write-downs on a specific basis, totalled €27.18 million, with a ratio to total net loans of 0.91% (0.51% at 31 December 2007). At October 31, 2008 the comparable ratio for the industry as a whole was 1.08% (source Monthly Outlook – March 2009). Problem loans represent financing granted to entities undergoing temporary difficulties and included in class risks monitored and evaluated by the Bank on a specific 490 basis. This sub-item, gross of write-downs on a specific basis, amounts to €116.39 million, with a 21.19% increase on the comparable amount at December 31, 2007. The latest developments introduced by the Bank of Italy in the area of supervisory returns at December 31, 2008 involved a change in the way problem loans are determined, indicating also specific criteria for loans to qualify for the new category of “objectively-determined” problem loans. As with performing and past due loans, it was deemed appropriate to write down such loans, which are described extensively in Section A – Accounting Policies, on a collective basis. These loans, which are shown gross of write-downs, amounted to €31.70 million. Overall, problem loans stood at €148.09 million, with an increase of €52.84 million, due to the progressive deterioration of the economy. The ratio of problem loans, excluding those “objectively determined”, to total loans, before write-downs, was 3.79% (3.29% in the previous year). The same ratio, calculated by including “objectively-determined” loans, was 4.83%. The recession triggered by the financial crisis had a negative impact on loans past due over 90 days, which showed a substantial increase to €129.77 million, compared with €40.89 million at December 31, 2007. FINANCIAL INVESTMENTS Financial investments, net of required reserves, amounted to €926.88 million as compared with €652.87 million at 31 December 2007, marking an increase of 41.97%. In 2008, interbank loans, net of required reserves, fell from €251.85 million at the end of the preceding year to the current €243.45 million. Thus, at 31 December 2008, gross financial investments – inclusive of required reserves - amounted to €1,010.71 million. The financial crisis of 2008 and the large number of defaults resulting from it eroded substantially market confidence in the global banking system. This reverberated onto bond prices, which in 2008 were hit hard both due to the higher risk premium required by bond investors and to the drying up of liquidity in a thinly traded corporate bond market, featuring widening bid-asked spreads and phases of mounting panic. Against this backdrop, and despite its prudent approach to financial management, at December 31, 2008 the fair value of Banca Carim’s financial assets fell overall by €35.67 million, due mainly to the decrease in the value of government bonds – due to the effects of the financial crisis – mutual funds and other bonds held in portfolio, such bonds being floating, denominated in euros and nearly all of them senior. The difficult situation in the financial markets, which resulted in losses in the value of debt securities that were more severe than warranted by the current risk scenarios, and the intention to report financial instruments at their fair value, led the Bank to adopt an internal valuation model, in keeping with the IASB’s guidance, that could be utilized to estimate the fair value of financial instruments in inactive markets, as illustrated specifically in Part A – Accounting Policies in the notes. 491 The positive effects determined by the use of this model, amounting to approximately €24.00 million, will be described more extensively in the section on operating results. Moreover, attention is called to the Bank’s good liquidity condition (which continues in 2009) and to the relatively short tenor of the financial instruments in question, which make it possible, at this stage, to wait until they mature. All this to prevent that the decrease in value of the financial assets turn into realized losses, thus using the rising value of these financial instruments to boost profit in future years by as much as €33.24 million for the entire bond portfolio of the Bank, which does not include any “toxic assets”. The current portfolio composition, particularly that significant component valued with the above model, was affected by the decision to use the proceeds of the Eurobond issue (which took place in March 2004) by investing in financial instruments by highlyrated issuers, capable of generating a positive spread over the funding cost (3-month Euribor + 0.25% all-in), without taking any interest rate or currency risk. Banca Carim has confirmed its soundness in terms of risk, liquidity and capitalization. All these aspects allowed it to deliver positive results also in 2008, in a particularly negative market environment, dominated by a pervasive lack of confidence. The Bank’s low risk profile is in essence due to its operations, which focus mainly on retail customers while special attention is paid to the collateral received to secure its loans. Mortgages account for 2/3 of this collateral and volumes are generated mostly in the Province of Rimini, the community where the Bank has long operated. The good liquidity determined by the difference between loans and deposits – with the relevant ratio at 83.73% at December 31, 2008 – is aided also by the Bank’s typical retail funding sources, which are well diversified, and a product offering that ensure adequate stability. INTERBANK BORROWING Interbank borrowing amounted to €44.59 million, compared with €90.20 million at 31 December 2007, representing a decrease of 50.56%. 492 OPERATING RESULTS A reclassified income statement has been prepared, as shown at the end of this section, to illustrate the changes during the year. The constant and progressive increase in loans and deposits and rising interest rates resulted in higher net interest income. This item amounted to €102.80 million, representing a 5.11% increase on the comparable amount for the previous year (€97.80 million). Net non-interest income, including the difference between both net commission income (amounting to €21.84 million) and other operating income and expense (reflecting solely recoveries/charges for €9.38 million), amounted to €31.22 million, which was largely unchanged from the previous period (down 0.14%). Trading and hedging activities, which includes dividends and similar income for the year, resulted in a loss of €24.79 million, compared with a loss of €4.91 million at 31 December 2007. This negative result for the year was due entirely to the €33.72 million decrease in fair value of the Bank’s financial instruments. Such amount includes also €10.33 million related to the distribution of reserves created out of retained earnings by Credito Industriale Sammarinese S.p.A. As already commented in the section devoted to financial investments, the Bank - in light of the difficult situation of the financial markets – has adopted an internal valuation model in accordance with IASB guidance to value certain financial instruments traded in markets that are no longer active, and for which there was no reference in the way of adequate and real market transactions. The use of this valuation model to the bonds of Italian and foreign banks and companies that are no longer traded in an active market, excluding obviously the bonds issued by Lehman Brothers, had an impact on the income statement, in terms of lower write-downs, for a total of €24.00 million. It should be noted that the Bank’s good present and future liquidity, and the relatively short original maturities of the bonds, make it possible to wait for the repayment of these instrument at maturity. This will allow the Bank to prevent the write-downs to turn into realized losses and to recover, gradually, the amounts written down, thus enhancing future profits by approximately €33.24 million (of which about €12.90 million “marked to model”, which should be recovered between 2012 and 2016). The simulations run to check the out come of the reclassifications to other categories, in accordance with the amendments to IAS 39 of October 13, 2008 (which are not applicable to the types of portfolio used by the Bank) are further evidence to the validity of the valuation model adopted. In fact, these simulations show for the financial instruments in question lower write-downs for approximately €25.30 million. This amount does not reflect the negative effect, if any, of the impairment test to be conducted on the portfolio into which the financial instruments are reclassified. Total income, which reflected net interest income, non-interest income and the loss from trading and hedging activities, fell by 12.02% to €109.23 million, compared with €124.16 million at 31 December 2007. 493 Administrative expenses, at €75.00 million, rose by 8.10%. This also included staff costs, which rose by 16.14%. To this end, it should be noted that the figure at December 31, 2007 was affected by a positive economic effect of €3.00 million, due to the new laws on post-employment benefits. In the absence of such non-recurring event, the rate of increase on a “normalized” 2007 would have been 8.04%. The further rise was due to the temporary staff increase to handle adequately the start of the migration to the new information system. Other administrative expenses, which were affected by the fringe benefits provided for by the temporary employment agreements signed to start the new information system and by the additional expenses related to the migration into the new structure (Consorzio Servizi Bancari) at the end of May 2008, amounted to €28.54 million, a 2.86% decrease from €29.39 million for the previous year. Operating income stood at €34.23 million, reflecting a 37.51% decrease from the comparable amount in the preceding year (€54.77 million). Amortization and depreciation fell by 94.48%, to €3.22 million. The cost/income ratio (which has been restated on the basis of new acquisitions) went from 58.60% at 31 December 2007 to the current 71.61%, as it was heavily affected by the portfolio write-downs. If the ratio is adjusted for the effects of the portfolio writedowns, the result is 54.72%, compared with 54.86 for the previous year. Net operating income amounted to €31.01 million, showing a 39.68% decrease from the comparable amount at 31 December 2007 (€51.40 million). Net impairment/write-backs, including also write-downs of loans and other financial assets, amounted to €19.17 million, compared with €11.45 million at 31 December 2007, accounting for 2.55% of total loans (as against 2.21% at December 31, 2007). At the end of 2008 the allowance for loan losses, which is made to handle any bad loans to customers, amounted to €75.84 million. Details off this item are provided in the Notes (Part E – Section 11 - On- and off-balance-sheet exposure to customers). Such increase in allowance for loan losses was affected by the progressive deterioration of the economic conditions, as well as by the need to mitigate credit risk. At the reporting date, total allowance for loan losses calculated on a collective basis (performing, past due, and objectively-determined problem loans was 1.45%, compared with 1.35% at December 31, 2007). At year-end, this sub-item accounted for 2.55% of total loans (2.21% at December 31, 2007). Net profit for the year amounted to €8.34 million, reflecting a decrease of 58.70% on the comparable amount for the previous year (€20.19 million). On a “normalized” basis - that is after adjusting for the effects of the above nonrecurring events that took place during the year, including the distribution of retained earnings by Credit Industrial Sammarinese, amounting to €10.33 million, and the decrease in the value of the financial instruments held in portfolio by the Bank (€33.72 million) – net profit would have been equal to €20.20 million, thus largely in line with the previous year’s amount. 494 INCOME STATEMENT- RECLASSIFIED ON THE BASIS OF IAS/IFRS IAS 31 December 2008 Description 31 December 2007 Change % Change 10 Interest and similar income 238,833 192,464 46.369 24.09% 20 Interest and similar expense -136,036 -94,665 41.371 43.70% 30 Net interest income (10 + 20) 102,797 97,799 4.998 5.11% 40 Commission income 24,510 24,710 -199 -0.81% 50 Commission expense -2,673 -3,286 613 -18.65% 60 Commission income, net (40+50) 21,837 21,424 413 1.93% 9,383 9,840 -457 -4.64% Non-interest income (60+190 a) 31,220 31,264 -44 -0.14% 70 Dividends and similar revenues 10,705 433 10.272 2.372.34% 80 Trading income, net -1,561 -109 -1.452 1.334.40% 90 Gains/Losses on hedging activities 100 Gains (losses) on disposal or repurchase of receivables, financial assets/liabilities 848 327 522 159.68% 110 Net result of financial assets and liabilities recognized at fair value -34,781 -5,556 -29.225 525.99% Income from trading and hedging activities (70+80+90+100+110) -24,788 -4,905 -19.883 405.34% 120 Total income 109,229 124,157 -14.928 -12.02% 150 Administrative expenses -75,002 -69,385 -5.617 8.10% - Staff costs -46,458 -40,000 -6.458 16.14% - Other administrative expenses 190 a) Other operating income and expense – recoveries/expenses -28,544 -29,385 841 -2.86% Operating income 34,227 54,772 -20.545 -37.51% 170 Net adjustments/write-backs of property, plant and equipment -2,512 -2,141 -371 17.35% 180 Net adjustments/write-backs of intangible assets -176 -210 34 -16.23% -531 -1,019 488 -47.87% 190 b) Other operating income and charges – amortization and depreciation – other 130 160 Amortization and depreciation (170+180+190 b) -3,219 -3,370 -151 4.48% Net operating income 31,008 51,402 -20.394 -39.68% Net impairment/write-backs of: -19,169 -11,445 -7.724 67.49% - loans -17,882 -11,355 -6.526 57.48% - financial assets -1,288 -90 -1.198 1.327.62% Provisions -3,693 -3,526 -167 4.74% 1 94 -93 -98.85% 8,146 36,525 -28.379 -77.70% 193 -16,334 -16.141 101.18% 8,339 20,191 -11.852 -58.70% 8,339 20,191 -11.852 -58.70% 210 Gains (losses) on investments 220 Result of recognition at fair value of property, plant and equipment and intangible assets 230 Goodwill impairment 240 Gains (losses) on disposal of investments 250 Profit (loss) before tax from continuing operations 260 Income tax for the period on continuing operations 270 Net profit (loss) from continuing operations 280 Net profit (loss) from assets included in disposal groups 290 Net profit (loss) for the period Captions including different items Reclassified items 495 EQUITY At 31 December 2008 equity, without net profit for the year and its allocation to the different reserves, amounted to €378.12 million, as against €377.20 million at year-end 2007. Equity increased by €10.93 million, due to: - a €0.03 million increase in share premium reserve due to purchases and sales of treasury shares; - a €4.78 million increase in reserves, resulting from the difference between the €7.27 million allocated to reserves out of net profit for 2007 and the €2.49 charged to retained earnings to correct a past error, as described more extensively in Part A – Accounting Policies – Section 17 – Other information – “Accounting standards, changes in accounting estimates and errors”. The accounting effects of this adjustment were recognized in equity, in accordance with IAS 8; - a €3.88 million increase in the revaluation reserve determined by: - negative changes in the fair value of available-for-sale financial instruments, as described in detail in the Notes; As shown in the Notes, especially in part F (Information on equity), also in the year under review capital adequacy was well above the requirements of the Supervisory Authority for banking groups. Capital adequacy is in compliance also with the requirements set to cover credit and market risk. The table below shows the amounts of the Bank’s various equity items as well as their ratio to risk assets. It should be noted that the Bank of Italy requires a minimum capital adequacy ratio of 8%, on an individual basis, for banks that are part of banking groups. TREASURY SHARES At the reporting date, the Bank did not own treasury shares. During the year, Banca Carim bought back 145,902 shares with a total value of €1.24 million from shareholders. The same shares, in a situation characterized by a substantial demand and a long waiting list, were then sold for €2.83 million. The Company has over 7,600 shareholders. CASH FLOW STATEMENT In accordance with current rules and regulations, together with the balance sheet and income statement, a cash flow statement is provided, as resulting from the application of the direct method, for both the current and the past financial year. The cash flow statement shows that net cash generation for the year amounted to €99.10 million. 496 INTERCOMPANY TRANSACTIONS At 31 December 2008 the Banca Carim Group was unchanged compared with the previous year and was structured as follows: THE GROUP 60% 100% At 31 December 2008, Credito Industriale Sammarinese was a wholly-owned subsidiary of the Bank. The value of the investment, which was unchanged from the previous year, amounted to €35,000,000, as represented by 35,000 shares with a par value of €1,000 each. Following the reform of the tax collection sector, in accordance with Law Decree no. 203 dated 30 September 2003, the investment in CORIT – Riscossioni Locali S.p.A., which originated from the proportionate spin-off of the former CORIT – Rimini e Forlì – Cesena S.p.A., reflected at December 31, 2008 a 60% equity ownership, with a nominal value of €1,872,000, as represented by 3,600 shares with a nominal value of €520,000 each. Law 2 of January 28, 2009, which converted as amended Law Decree 185 of November 29, 2009, provided for tax collection companies to have a fully paid-in share capital of at least €10 million. Consequently, in a special meeting held on March 6, 2009, the shareholders of CORIT – Riscossioni Locali S.p.A. approved the issue of 13,240 new shares to be offered to the current shareholders, in proportion to their existing holdings, with proceeds to be used to raise share capital from €3,120,000 to €10,004,800. Following the placement of the new shares, Banca Carim still owns 60% of the Company, as represented by 11,544 shares with a par value of €520.00 each, for a total nominal amount of €6,002,880 Pursuant to the 5th paragraph of article 2497 bis of the Italian civil code, at 31 December 2008, and as reported in the Notes, transactions with subsidiaries included: CORIT Riscossioni Locali S.p.A. - Credit lines of €3.30 million, which at year end were unused; 497 Guarantees granted of €1.00 million, of which a total of €0.44 million had been used at year end; Liabilities of €42.11 million; Revenue of €79 thousand; Total costs of €138 thousand. Credito Industriale Sammarinese S.p.A. - Loans outstanding of €25.00 million; - Total liabilities of €314.13 million; - Total costs of €14,143 thousand; - Total revenue of €39 thousand. TRANSACTIONS WITH COMPANIES SUBJECT TO SIGNIFICANT INFLUENCE At year end there was a single equity investment, which reflected a 20% interest in EGI – European & Global Investments Ltd – a company based in Ireland that manages mutual funds distributed also in Italy. REAL ESTATE In 2008 the new Punta dell’Est branch was opened in Riccione, thus bringing Banca Carim’s total branches to 111. Activities to refurbish and improve the Bank’s real estate portfolio proceeded at a fast pace. The restructuring of the prestigious, liberty-style building where the branch of San Giovanni in Marignano is located was completed. The Bank has owned the building, which was erected in the 1920s to house the local Banca Popolare, since 1941, the year when Banca Popolare was acquired by Cassa di Risparmio di Rimini. In May the restructuring of the property housing the branch of Riccione d’Alba, Via Dante 249, was completed. The facilities were restructured inside and outside, in accordance with a prestigious architectural design, in light of their location in an area of significant commercial importance. Activities began also at the former Bank of Italy building in Via Gambalunga in Rimini. The property, which is supervised by the Superintendence for Architectural and Archeological Heritage, is undergoing in-depth philological restoration intended, among other things, to enhance historic “artefacts” from the Roman period. The project is expected to be completed by the end of 2010, thus making the relocation of several departments possible. The building was purchased from the Bank of Italy through the early exercise in December 2008 of the option to buy under the original lease agreement. Currently, completion of the purchase deed is pending, as the Ministry of Culture has yet to notify the waiver of its pre-emptive right to buy. In 2008, activities began for the architectural and scientific restoration of the building in Via Ferrari, starting from the façade, fixtures, front doors and balconies. 498 At the end of the summer, the restructuring of the part of the building purchased next to the branch of Flaminia Conca was completed, together with the relocation of the Area Rimini Centro department. In September 2008 restructuring began at the branches of Rome, Via Boccea, Sant’Elia a Pianisi (Campobasso) and Campomarino (Campobasso). The activities involved the temporary transfer of the banking operations in some provisional locations or – in the case of the Roma Boccea branch – the transfer to other areat the same building. Restructuring was completed in December for the Sant’Elia a Pianisi branch and in January and March 2009 for the Roma Boccea and Campomarino branches, respectively. In the year under review, an agreement was finalized to purchase raw space on the ground floor of a building under construction in Rimini, Via XXIII Settembre, corner Via Sacramora, which, following installation of the relevant fixtures and equipment, will be used as a new location of the Rimini Celle branch. This branch is currently located in a leased space. In January 2009, a new space was purchased in Via Cavalieri in Rimini, next to that bought in January 2008, where, after proper restructuring, some areat the administrative department were relocated. Maintenance activities were undertaken during the year to improve the branches from a functional and security point of view. STAFF AND TRAINING During 2008, staff training programmes were intensified, in keeping with similar activities conducted in previous years, though with added emphasis on management aspects. With respect to “loan”, “investment services”, and “branches” the “supplementary” training programme started in 2007, intended for branch employees, was completed. Particularly important – for its length and for the number of employees involved – was the training programme related to the implementation of the new corporate information system. In this context, procedural solutions were illustrated also on the implementation of rules on banking operations, such as anti-money laundering regulation and MIFID on investment services. The year under review saw once again the periodic meetings, also via videoconference, between management and employees, both from head office and the branches, to review the Bank’s performance in the period of reference, as well as to set and share the strategies to be implemented in order to achieve growth in all the areat interest for the Company. On May 29, 2008 the supplementary labour agreement was signed. 499 Moreover, plans were implemented to manage the operational risk related to the occurrence of vacancies in the Bank’s “relevant positions” determined by normal employee turnover. These plans involve the professional development of employees with the potential to take over the relevant functions and the definition of specific training and career plans related to the particular needs of the Bank. Once it has been fully implemented, this should be a systematic plan to fill any vacancy in all the “relevant positions” over a time horizon of 6/30 months. At 31 December 2008 the headcount stood at 770, including 623 permanent employees, 138 employees with a training contract, 3 with an individual-project fixed term contract, and 14 with a temporary contract. During the year, the following staff retired: Cavessi Ones, Deangeli Giorgio, De Santis Basso, Della Valle Renzo, Di Prospero Sergio, Dotti Mauro Ugo, Farina Edo, Felici Pier Ferdinando, Frisoni Renzo, Lanciani Romano, Manduchi Viviano, Righetti Francesco and Tonni Renzo. We mourn the premature loss of Giorgetti Alessandro. ORGANIZATION AND SERVICES During the year under review, the Bank undertook an in-depth organizational review, as a further step in the development plan started in the past few years and intended to maximize organizational efficiency. These actions included: • Creation of Compliance e Risk Management units within the Legal and Corporate Affairs department and the Governance department, respectively. This step is consistent with the policies of the supervision body governing, within banks, also compliance, i.e. the function designed to monitor the risk of any lack of compliance with the law. In 2008 these units were fully operational, with the appointment of specifically dedicated employees. In this context, the following activities were conducted: • A specific policy and the relevant operational rules were issued for he Compliance unit and the schedule of its activities for 2009 was approved; • • As to the Risk Management unit, the Board of Directors prepared and approved a document (“Risk management policies”) where all the policies issued by the various departments are collected in a systematic manner. Creation of the Area Coordinator within the Commercial Division. This figure is responsible for the development and coordination of commercial policies for the more distant and recently-established geographical areas, such as Lazio, Abruzzo Nord, Molise and Umbria; During the last quarter the Board of Directors approved a further review of the Bank’s organizational structure. Even though emphasis is placed on continuity with the past, the new plan will introduce a system to ensure constant and necessary changes in the organizational chart. Below a description is provided of the guidelines that inform the new organizational plan, which has been implemented in the early months of 2009: 500 • • • • An even more effective commercial and business development action, with the establishment of specific policy and coordination functions of the branch network effort. A more effective and prompt management of problem loans in the pre-litigation stage, through the enlargement of the role and responsibilities of the Credit department. This would include the creation of a Problem Loan Management unit designed to support areas and branches in managing problem situations, working in close cooperation with the Credit Monitoring department of the Governance department; Control of credit quality to prevent, where possible, the materialization of default situations through a review of functional contents by the Credit Monitoring Sector; The need to respond adequately to changes in the regulatory framework and Supervisory Instructions. Special attention was paid to projects related to the implementation of important regulations for the banking sector, such as: • • • • • The MiFID (Market in Financial Instruments Directive) directive, which came into force in November 2007. This entailed a profound revision of the way investment services are provided to customers. Among the activities conducted during the year to implement the MiFID, attention is called to the most important of them, that is the signing of new agreements related to the positions of the customers; In connection with the progressive and full adoption of the Bank of Italy’s new prudential rules (so-called “Basel 2”), the Bank completed the initial preparation, according to the new criteria, of its risk exposure and the so-called ICAAP report. The ICAAP report, in particular, is a document where the Bank’s risk management policy is updated and formalized and a self-assessment of the Bank’s capital adequacy is provided vis-à-vis its exposure to the different types of risk. This selfassessment confirmed the Bank’s compliance with the capital requirements set by the Supervision Authority, albeit in he presence of deteriorating economic conditions; The new anti-money-laundering law (legislative decree 231/2007), which innovated substantially the criteria that banks and financial intermediaries have to adopt in connection with the combating of money laundering and terrorism financing. In particular, attention is called to the rules on “adequate customer verification” (to be conducted as long as the customer has an account, according to an approach based on the evaluation of the risk related to the customer) and to limit transfer and circulation of cash and bearer securities (particularly with respect to cheques and bearer passbooks); The implementation of the directives under Law 266/2005 on “dormant accounts”, which saw the Bank engaged in information and communication activities with the holders of dormant accounts and in the first payment of amounts unclaimed by customers to the Fund specifically established by the Ministry of the Economy and Finances; The application of law 93/2008 on the renegotiation of mortgages, following the signing of the Agreement between the Italian Banking Association and the Ministry of the Economy and Finances, to which Banca Carim was a party. Moreover, a project for the “development of potentials” was implemented, as already noted in the section on Staff and Training. 501 However, the key organizational event of the year, which involved the entire organization, was the adoption of the information system provided by CSE – Consorzio Servizi Bancari, from San Lazzaro di Savena (Bologna), to replace the previous system, which had been provided by UGIS – Unicredit Global Information Services (a company of the Unicredit Group). The strategic decision to change system was due mainly to the growing criticalities emerged, particularly toward the end of the cooperation period, in the adoption of “application solutions” developed by UGIS for a global banking group, thus increasingly unfit for the requirements of a regional, retail bank such as Banca Carim. It was felt that this situation was going to generate a growing number of cumbersome procedures and greater expenses for their implementation. Following up on the initial analysis and comparison between the systems carried out in the last months of 2007, the plan to implement the CSE system was developed in the first half of 2008 with the preparation of the migration, an activity that involved all of the Bank’s central departments (with the standardization of their own information system procedures and the selection of the best operational/application solutions). Meanwhile a significant training programme was implemented for all branch staff, so as to disseminate the necessary knowledge to operate the new system and to provide useful tools to realign professional skills, taking account of the duties and responsibilities of each individual employee. The transition to the new information system occurred on May 26, 2008 with the full replacement of the application procedures used by the branches and by Headquarters. The migration of the archives and the activation of the CSE system took place as scheduled and, even though there were problems typical of such complex undertakings, there were no significant disruptions. Utmost attention and priority in the calibration and settlement of the system was given to the “branch” components, acting on the quality of the service to reduce the impact on customers as much as possible. The effort made by the entire organization made it possible to reach adequate levels of operational efficiency in a reasonable timeframe. As already planned in the migration design phase, in the latter part of the year, after the use of the procedures reached steady state, the Bank’s central departments focused on the gathering of information and proposals to CSE about steps that might make the working of the system more efficient and to correct any discrepancy with the previous system. The change of the information system is expected to make the Bank’s operations more efficient, and such expectation has already been fulfilled in part after only few months after migration, at an attractive and favourable cost for the management of the system. CSE’s organization as a consortium, which provides the information system to a number of banks of the most disparate sizes and characteristics, will allow Banca Carim to play a more proactive role in the future development of the applications, ensuring that 502 such applications are more in keeping with the organizational and operational procedures adopted. During the year, synergies continued to be developed with the subsidiary “CORIT RISCOSSIONI LOCALI S.P.A.”, in relation to the provision of services for local authorities, especially the provinces of Rimini and Forlì-Cesena. ADMINISTRATIVE LIABILITY OF ORGANIZATIONS – LEGISLATIVE DECREE 231/2001 With reference to the complex and far-reaching legal system provided for by Legislative Decree 231/2001 on the administrative liability of organizations, in the first half of 2008 the Bank implemented the “Governance System” required to be adopted to prevent individuals who serve in top management positions within the company or individuals reporting to them from committing criminal offences (specifically defined by law). According to Legislative Decree 231/2001, in case of any such occurrence, a company is exempt from any liability if it can prove that: • it has an governance and risk management model in place capable of preventing such offences; • it has assigned the task of supervising the working of this model to an internal body with independent powers to initiate and perform audits; and • this body has not failed in performing, or has exercised to a sufficient extent, its supervisory authority. The Supervisory Board is a Technical Committee set up and overseen by the Board of Directors, which ensures its independence and autonomy. The “Governance Model” will be reviewed from time to time in keeping with changes in the law and in the organizational and operational solutions adopted by the Bank in connection with the processes relevant under Legislative Decree 231/2001. PERSONAL DATA PROTECTION Concerning the provisions of Legislative Decree no. 96 dated 30 June 2003 on “personal data protection”, the Board of Directors, in its capacity as “Data Owner”, updated the “Security Planning Document”, which was issued in the preceding years. RULES ON SAFETY AT WORK With reference to the provisions of Law 626 of September 19, 1994 as subsequently amended, a document was prepared with the evaluation of all the company’s risks for its employees’ safety and health. On May 15, 2008 a new Consolidated Law on safety and health at work came into force (Legislative Decree 81 of April 9, 2008) and, consequently, the Bank prepared a new, updated document on this matter. 503 The constant effort devoted to environmental protection is attested by the rational management of resources, particularly energy resources, as well as the attention paid to the disposal or recycling of the waste generated by the Company’s activities. CASH MANAGEMENT During 2008 cash management activities performed on behalf of 37 authorities involved €1,113 million in collections and €1,131 million in payments. Total payment orders and collection vouchers handled amounted to 120,154. CORPORATE STRATEGIES AND POLICIES The year under review saw the Bank solidify its business in traditional banking activities, confirming its role as “bank of reference” in the Province of Rimini, for households and small and medium enterprises, the true engine of growth of the local economy. During the year under review the Bank operated in light of the guidelines set out in the 2007-2009 plan, that is through the growth of loans and deposits, the constant search for greater efficiency and further cost curbing. The Bank’s focus on system migration and the restoration, in as short a period of time as possible, of adequate functionality and quality of the services provided to customers, entailed a slowdown of the plan to open new branches, which will be brought back up to speed in 2009. In this area in particular, attention is called to the opening of a new branch in Punta dell’Est, in Riccione, and the restructuring of the branch in Alba. In a macroeconomic picture characterized by a critical international financial situation, direct funding becomes increasingly important for the banking system in general. In 2008, the increase experienced in direct funding enabled Banca Carim to give impetus to the activities of those businesses that applied with it to finance their projects. As usual, the Bank sought to diversify as much as possible its lending base, in supporting small and medium companies, financing all the various economic sectors (manufacturing, craftsmanship, retail, tourism, agriculture). Special attention is paid to the firming up and development of relationships with households, a key asset for the Bank. The Bank continued to develop online services to meet growing customer requirements, providing increasing opportunities and longer hours to carry on banking business. In the early months of the new year, the Bank continued to review and adjust to the new organizational structure. 504 SUBSEQUENT EVENTS The international financial crisis has had significant repercussions on the EU economies. The situation is still uncertain and the negative economic conditions will continue throughout 2009, with a feeble recovery expected to take hold in 2010. The effects of this situation in the early months of the current year are reverberating on companies, which have to cope with a significant decline in industrial output and consumer spending. In order to meet this challenge and adequately meet its customers’ requirements, the Parent Company, Banca Carim, has implemented several actions – including the extension of credit lines – to support the small and medium companies that operate in various industries in the province of Rimini. These actions have been extended also to households. On March 12, 2009 the €250 million Eurobond issued in 2004 matured and was repaid. Repayment was made in full, without any refinancing, reflecting once again the Bank’s financial strength and its ability to manage effectively its cash despite significant capital market tensions. PRINCIPAL RISKS AND UNCERTAINTIES Information on the risks and uncertainties to which the Bank is exposed is provided extensively in the Report on operations and in the Notes. In particular, the risks related to the financial crisis are illustrated in the introductory part of the Report on operations. As to the risks for the Bank’s financial strength and its ability to operate as a going concern, a description is provided in the Notes, Part A – Accounting Policies, as recommended also by the joint paper published by the Bank of Italy, Isvap and Consob on February 6, 2009. The disclosure of financial and operational risks and the strategies adopted to mitigate them are illustrated in detail in Part E of the Notes. Disclosure of the liquidity risk is made in this Report on operations in the section on financial investments. OUTLOOK The progressive deterioration of the crisis in domestic and international financial markets is inevitably dragging down the real economy, thus triggering a recession. According to the latest surveys, the widespread slowdown of the principal economies will continue into the following year. The Parent Company’s operations will continue to be conducted in accordance with the guidelines set out in the 2007-2009 strategic plan approved by the Parent Company, that is through the growth of loans and deposits, the constant search for greater efficiency and further cost containment. Special and constant attention will be paid – especially at such times as this - to all customers’ needs through direct contact, which will translate into greater satisfaction and confidence. 505 The Bank’s geographical expansion will continue also in 2009, with the opening of new branches in accordance with the Parent Company’s plans. These plans call for the opening of approximately twenty new branches in the next two years. Growth will continue to be pursued in keeping with the mission and the guidelines adopted so far, with the development of a firmer presence in existing markets. As in past years, the key objective will include active staff management, focusing on the development of training programmes, especially more marketing-oriented ones. As to the lending business, in an environment such as the current one, which is expected to deteriorate, special and constant attention will be paid to risk assessment and monitoring, also through counterparty diversification. Emphasis will be placed also on retail customers (individuals, households and small and medium companies). ACTION AND DEVELOPMENT PLANS In 2008 Banca Carim continued to research and develop new banking products and services, trying constantly to identify new financial requirements and to meet customers’ emerging needs. Given a slowdown in real estate sales, Banca Carim has, on one side, continued to support construction projects and, on the other, financed home purchases. In 2008, in a period when interest rates affected customers’ decisions to a significant extent, Banca Carim not only provided all the different types of mortgages with repayment schedules in keeping with the ability of households to meet their obligations but it was also party to an agreement for the renegotiation of variable-rate mortgages between the Ministry of the Economy and Finances and the Italian Banking Association (ABI), in connection with the measures adopted by the Italian Government to safeguard the purchasing power of households. The difficult economic conditions of the last few months are proving quite challenging for the companies in the Bank’s main geographical market, as these have to cope with a slowdown in production and consumer spending as well as with a 2009 that is sending further negative signals. Banca Carim adopted a fresh approach to its customers’ needs in these trying times by making available to companies a special €20 million credit line. This initiative concerns the provision of liquidity to small and medium companies. The credit line was made available to the Credit Consortia (Consorzi Fidi), created by the various trade associations, which operate in the different industries present in the Bank’s main geographical market. The difficult conditions that are affecting all segments of the economy are making it harder for households to cope with their current expenditures and mortgage payments. Given these situations, with a growing use of unemployment benefits by workers, Banca Carim has launched an initiative to support its mortgagees. Specifically, the initiative, which is intended for employed workers and small businessmen, concerns the suspension of mortgage payments until June 30, 2010, by postponing collection of the payments suspended until after the original maturity and a small new loan to deal with the most pressing family needs. 506 Special attention was paid to retirees who, when the economy is in difficult conditions, are not always in a position to meet their current expenditures. To meet these customers’ needs, the Bank entered into an agreement with Euvis S.p.A., to provide fixed-rate reverse mortgage loans to citizens over sixty-five years of age. On the investment side, Banca Carim proposed solutions meeting the objectives of the individual investors, with products suitable to the different risk profiles, particularly low-risk instruments fit for all customers. The Bank continued to offer the different types of bond that it issued also in 2008. Still on the funding front, another good opportunity was represented by the issue of foreign-denominated certificates of deposit, with the currency risk hedged. This was afforded a good reception especially by short-term investors. The Bank was able to meet its customers’ demand for bancassurance products, through the issue of “asset specific” products capable of meeting needs in terms of risk and expected return. In the service area, Banca Carim emphasized also insurance products, introducing new forms of loss coverage and capital protection for customers Given the growing sensitivity of customers to energy saving, the Bank designed new offerings intended to reduce the use of energy produced from traditional sources. The initiative, which is intended for individuals and companies, aims to facilitate the construction of photovoltaic plants, solar thermal energy plants and to carry out energy conversion for buildings. In the context of the diversification of distribution channels for its services, particularly the use of the internet, which is increasingly liked by the customers, the internet banking service was restructured. The new version combines new functions and more modern security systems, an area that is increasingly critical for this service. 507 Dear shareholders, To conclude this report on operations for the year ended 31 December 2008, we trust you will approve the operations carried out and the results reported. We wish to extend our appreciation and thanks to the members of the Board of Statutory Auditors for their valuable suggestions and ongoing controls undertaken while carrying out their duties. Our special thanks go to the General Manager, Mr. Alberto Martini, for his unflagging commitment, which made it possible to achieve these results. The Bank is grateful to Mr. Claudio Grossi, Deputy General Manager, for his professionalism and dedication to his job. We also wish to thank all senior managers for their essential contributions to the Bank’s performance. We wish to thank the Bank’s middle managers and all our staff for their constant effort in achieving these results. We wish to express our gratitude to Mr. Rosario Coppola, the manager of the Bank of Italy’s Forlì branch, for his authoritative and willing assistance. Heartfelt thanks are due to all our shareholders. We wish to assure them of our continuing commitment to achieving results worthy of their trust. We wish to express our gratitude to all of our customers whose loyalty prompts us to strive to serve them with increasing commitment and dedication. Lastly, we wish to acknowledge all public and private entities and institutions for their interest in our Bank. 508 PROPOSED APPROPRIATION OF NET PROFIT Pursuant to article 23 of the Articles of Association, and considering that the legal reserve has reached the balance provided for by article 2340 of the Italian Civil Code, we recommend that net profit be appropriated as follows: Reserve article 6 paragraph 2 Legislative Decree 38/2005 Share buyback reserve Dividends paid to shareholders Net profit for the period (in euros) 1,315,479 2,676,450 4,347,426 8,339,355 The dividend amounts to €0.185 per share, representing a 3.70% return on the par value of each share. Rimini, 30 March 2009 The Board of Directors 509 510 ANNEX A – SEPARATE FINANCIAL STATEMENTS ______________________________________________________________ 511 512 FINANCIAL STATEMENTS ________________________________________________________________________________________________________________________ BALANCE SHEET AT 31 DECEMBER 2008 ____________________________________________________________________________________________________ 513 514 BALANCE SHEET AT 31 DECEMBER 2008 31 December 2008 ASSETS 10. CASH AND CASH EQUIVALENTS 31 December 2007 128,984,413 29,881,812 5,949,161 1,028,632 728,030,401 491,220,899 30,681,678 31,631,239 282,678,354 280,267,568 2,989,622,517 2,828,814,121 100. INVESTMENTS 118,358,281 118,358,281 110. PROPERTY, PLANT AND EQUIPMENT 130,477,145 126,966,403 29,894,592 29,703,879 29,283,000 29,283,000 130. TAX ASSETS 19,078,270 21,294,900 A) CURRENT 2,273,102 7,078,072 16,805,168 14,216,828 257,384,409 118,324,866 4,721,139,221 4,077,492,600 20. FINANCIAL ASSETS HELD FOR TRADING 30. FINANCIAL ASSETS RECOGNIZED AT FAIR VALUE 40. AVAILABLE-FOR-SALE FINANCIAL ASSETS 60. LOANS AND ADVANCES TO BANKS 70. LOANS AND ADVANCES TO CUSTOMERS 120. INTANGIBLE ASSETS OF WHICH: GOODWILL B) DEFERRED 150. OTHER ASSETS TOTAL ASSETS 515 31 December 2008 LIABILITIES AND EQUITY 10. BANKS’ DEPOSITS 31 December 2007 44,592,475 90,203,569 20. CUSTOMERS’ DEPOSITS 2,005,027,493 1,828,068,052 30. SECURITIES ISSUED 1,670,445,867 1,320,920,107 10,905,727 9,016,919 239,710,900 230,902,052 30,010,157 37,952,136 30,010,157 37,952,136 302,501,303 131,790,306 6,516,000 7,922,132 24,967,698 23,327,231 8,106,259 8,645,200 16,861,439 14,682,031 52,636,493 56,514,453 166,350,811 161,578,460 41,636,942 41,607,781 117,498,000 117,498,000 8,339,355 20,191,402 4,721,139,221 4,077,492,600 40. FINANCIAL LIABILITIES HELD FOR TRADING 50. FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE 80. TAX LIABILITIES A) CURRENT B) DEFERRED 100. OTHER LIABILITIES 110. EMPLOYEE TERMINATION BENEFITS 120. PROVISIONS A) PENSION FUNDS AND SIMILAR COMMITMENTS B) OTHER 130. REVALUATION RESERVE 160. RESERVES 170. SHARE PREMIUM RESERVE 180. SHARE CAPITAL 200. NET PROFIT (LOSS) FOR THE PERIOD (+/-) TOTAL LIABILITIES AND EQUITY 516 FINANCIAL STATEMENTS __________________________________________________________________________________________________________________ INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 ____________________________________________________________________________________________________ INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 DESCRIPTION 2008 2007 10. INTEREST AND SIMILAR INCOME 238,832,927 192,464,076 20. INTEREST AND SIMILAR EXPENSE -136,036,130 -94,665,445 30. NET INTEREST INCOME 102,796,797 97,798,631 40. COMMISSION INCOME 24,510,220 24,709,693 50. COMMISSION EXPENSE -2,673,009 -3,285,611 60. COMMISSION INCOME, NET 21,837,211 21,424,082 70. DIVIDENDS AND SIMILAR INCOME 10,705,108 432,996 80. TRADING INCOME, NET -1,560,861 -108,816 848,339 326,690 848,339 326,690 120. TOTAL INCOME -34,780,913 99,845,681 -5,556,160 114,317,423 130. NET IMPAIRMENTS/WRITE-BACKS OF: -19,169,421 -11,445,374 -17,881,611 -11,355,168 -1,287,810 -90,206 80,676,260 102,872,049 100. GAINS (LOSSES) ON SALES OR REPURCHASES OF: A) LOANS B) AVAILABLE-FOR-SALE FINANCIAL ASSETS C) HELD-TO-MATURITY FINANCIAL ASSETS D) FINANCIAL LIABILITIES 110. NET RESULT OF FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE A) LOANS B) AVAILABLE-FOR-SALE FINANCIAL ASSETS C) HELD-TO-MATURITY FINANCIAL ASSETS D) OTHER FINANCIAL TRANSACTIONS 140. INCOME (LOSS) FROM BANKING OPERATIONS 150. ADMINISTRATIVE EXPENSES: -75,001,948 -69,384,920 A) STAFF COSTS -46,457,657 -39,999,746 B) OTHER ADMINISTRATIVE EXPENSES -28,544,291 -29,385,174 160. PROVISIONS -3,692,981 -3,525,766 170. NET ADJUSTMENTS/WRITE-BACKS OF PROPERTY, PLANT AND EQUIPMENT -2,512,150 -2,140,707 -175,600 -209,622 8,851,692 8,820,255 -72,530,987 -66,440,760 1,084 94,212 8,146,357 192,998 36,525,501 -16,334,099 8,339,355 8,339,355 20,191,402 20,191,402 180. NET ADJUSTMENTS/WRITE-BACKS OF INTANGIBLE ASSETS 190. OTHER OPERATING INCOME/COSTS 200. OPERATING COSTS 240. GAINS (LOSSES) ON SALE OF INVESTMENTS 250. PROFIT(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 260. INCOME TAX ON CONTINUING OPERATIONS 270. NET PROFIT(LOSS) FROM CONTINUING OPERATIONS 290. NET PROFIT(LOSS) FOR THE PERIOD 519 Share capital Equity as at 31 December 2007 Net profit (loss) for the period ended 31 December 2007 Stock options Derivatives on own shares Changes in equity instruments Distribution of special dividends New share issues Change in reserves Dividends and other allocations Share buyback Changes during the year Transactions involving equity items Allocation net profit for preceding period Reserves Balance at 1 January 2007 Changes in opening balances STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2007 Balance at 31 December 2006 (Thousands of euros) 117,498 117,498 117,498 117,498 117,498 117,498 Share premium reserve 41,594 41,594 Reserves: a) retained earnings 155,302 155,302 155,302 155,302 Revaluation reserves: 49,804 a) available for sale 6,919 c) other of which - revaluation of property, plant and equipment a) ordinary shares b) other shares 1,256 7,344 7,344 -1,242 41,608 -1,068 -1,068 161,578 161,578 49,804 6,710 56,514 6,919 2,620 9,539 42,885 42,885 4,090 46,975 42,885 42,885 4,090 46,975 b) other b) cash flow hedges Equity instruments Treasury shares Net profit (loss) for the period Equity 19,094 19,094 383,292 383,292 -7,344 -11,750 -11,750 5,642 The change in “Issue of new shares” was due to the sale of shares previously bought back 520 1,256 -1,242 20,191 20,191 20,191 397,389 Share capital a) ordinary shares Equity as at 31 December 2008 Net profit (loss) for the period ended 31 December 2008 Stock options Derivatives on own shares Changes in equity instruments Distribution of special dividends New share issues Change in reserves Dividends and other allocations Share buyback Changes during the year Transactions involving equity items Allocation net profit for preceding period Reserves Balance at 1 January 2008 Changes in opening balances STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 Balance at 31 December 2007 (Thousands of euros) 117,498 117,498 117,498 117,498 117,498 117,498 41,608 41,608 b) other shares Share premium reserve Reserves: a) retained earnings 2,833 -2,804 41,637 161,578 -2,494 159,084 7,267 166,351 161,578 -2,494 159,084 7,267 166,351 b) other Revaluation reserves: 56,514 56,514 -3,878 52,636 a) available for sale 9,539 9,539 -3,928 5,611 c) other 46,975 46,975 50 47,025 of which - revaluation of property, plant and equipment 46,975 46,975 50 47,025 20,191 20,191 b) cash flow hedges Equity instruments Treasury shares Net profit (loss) for the period Equity 397,389 -2,494 394,895 -7,267 -12,924 -12,924 -3,878 2,833 -2,804 8,339 8,339 8,339 386,461 The change in the opening balances was due to an adjustment to reserves – in accordance with IAS 8 - resulting from the correction of an error occurred before 2008, which is described in detail in part A – Accounting Policies Section 17 – Other Information. The change in “Issue of new shares” was due to the sale of shares previously bought back 521 (THOUSANDS OF EUROS) CASH FLOW STATEMENT DIRECT METHOD Amount A. OPERATING ACTIVITIES 2008 1. Banking operations - interest income received (+) - interest expense paid (-) - dividends and similar revenues (+) - commissions, net (+/-) - staff costs (-) - other costs (-) - other revenues (+) - taxes (-) - costs/revenues related to groups of assets held for sale, net of the tax effect (+/-) 2. Cash generated by/used for financial assets - financial assets held for trading - financial assets recognized at fair value - available-for-sale financial assets - loans and advances to customers - loans and advances to banks: demand - loans and advances to banks: other - other assets 3. Cash generated by/used for financial liabilities - banks’ deposits: demand - banks’ deposits: other - customers’ deposits - securities issued - financial liabilities held for trading - financial liabilities recognized at fair value - other liabilities Cash flow from (for) operating activities B. INVESTMENT ACTIVITIES 1. Cash generated by: - sales of investments - dividends from investments - sales/repayment of held-to-maturity financial assets - sales of property, plant and equipment - sales of intangible assets - sales of subsidiaries and assets 2. Cash used for: - purchase of investments - purchase of held-to-maturity financial assets - purchases of property, plant and equipment - purchases of intangible assets - purchases of subsidiaries and assets Cash flow from (for) investment activities C. FINANCING ACTIVITIES - issues/purchases of own shares - issues/purchases of equity instruments - dividends and other distributions Cash flow from (for) financing activities INCREASE/DECREASE IN CASH FOR THE PERIOD KEY: (+) generated (-) used 522 2007 57,733 229,286 -126,678 10,705 17,680 -43,060 -31,980 7,041 -5,261 40,775 188,997 -83,197 433 16,191 -40,583 -35,572 13,236 -18,730 -601,356 -369,836 -272,004 -6,853 -181,800 -2,411 -69,499 -52 -178,948 -121,085 -138,288 659,765 -45,611 -252 348,550 -22,581 176,959 349,526 1,928 8,809 168,154 116,142 147,450 226,180 -4,116 -7,632 -2,152 -3,750 -366 -5,304 -176 -4,116 -7,632 -12,924 -12,924 99,102 -11,750 -11,750 107 1,004 -3,503 19,489 (THOUSANDS OF EUROS) RECONCILIATION Amount Description 2008 2007 Cash and cash equivalents – opening balance 29,882 29,775 Cash inflow/outflow for the period 99,102 107 128,984 29,882 Cash and cash equivalents: effects of changes in exchange rates Cash and cash equivalent – closing balance 523 524 NOTES PART A – ACCOUNTING POLICIES PART B – NOTES TO THE BALANCE SHEET PART C – NOTES TO THE INCOME STATEMENT PART D – SEGMENT REPORTING PART E – INFORMATION ON RISKS AND THE RELEVANT HEDGING POLICIES PART F – INFORMATION ON EQUITY PART G – BUSINESS COMBINATIONS INVOLVING COMPANIES OR DIVISIONS PART H – RELATED-PARTY TRANSACTIONS PART I – SHARE-BASED PAYMENTS 525 PART A – ACCOUNTING POLICIES _______________________________________________________________________________________________________________ NOTES PART A - ACCOUNTING POLICIES A.1 – GENERAL INFORMATION Section 1 – Statement of compliance with IAS/IFRS Section 2 - Basis of preparation Section 3 - Subsequent events Section 4 - Other aspects A.2 – NOTES TO THE MAIN FINANCIAL STATEMENT ITEMS 1 – Financial assets held for trading 2 – Available-for-sale financial assets 3 – Held-to-maturity financial assets 4 – Loans 5 – Financial assets recognized at fair value 6 – Hedging transactions 7 – Investments 8 – Property, plant and equipment 9 – Intangible assets 10 – Non-current assets held for sale 11 – Current and deferred taxes 12 – Provisions 13 – Deposits and securities issued 14 – Financial liabilities held for trading 15 – Financial liabilities recognized at fair value 16 – Foreign exchange transactions 17 – Other information 529 530 A.1 – GENERAL INFORMATION Section 1 – Statement of compliance with IAS/IFRS The separate financial statements at and for the year ended 31 December 2007 have been prepared in accordance with the international financial reporting standards (IAS/IFRS), issued by the International Accounting Standards Board (IASB), and the relevant interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Commission by Regulation (EC) no. 1606 dated 19 July 2002. The annual accounts have been prepared by applying the standards in force at the reporting date (including the interpretation documents known as SIC and IFRIC). Section 2 – Basis of preparation The consolidated financial statements consist of the balance sheet, income statement, statement of changes in equity, cash flow statement, notes and are accompanied by a report on operations. The formats of the balance sheet, income statement, statement of changes in equity and cash flow statement are consistent article 9 of Legislative Decree 38/2005 and circular no. 262 dated 22 December 2005 issued by the Bank of Italy, titled “The financial statements of banks: formats and compilation instructions”. According to the regulations in force, financial statements have been prepared in Euros, without decimals, except for the notes, where amounts are in thousands of euros. To this effect, items and “of which” sub-items have been rounded to the nearest unit. The algebraic sum of the rounding differences has been added to “Other assets/liabilities”, for the balance sheet, and to “Extraordinary income/expense”, for the income statement. Any breakdown between euro and foreign currencies, where required and as shown in the notes to the financial statements, refers to differences between the currency of the countries of the European Union and other currencies. The financial statements have been prepared in accordance with the matching principle. Assets and liabilities, costs and revenues are offset only where required or allowed by a standard or one of its interpretations. Application of the going-concern principle Pursuant to a cooperation agreement reached on the application of IAS/IFRSs, the Bank of Italy, Consob (Italy’s financial market regulator) and Isvap (Italy’s insurance regulator) published jointly Document no. 2 of February 6, 2009, whereby they require, among other things, financial statements for the year ended December 31, 2008 to address specifically the ability of the reporting company to operate as a going concern. According to these regulators, companies have to give indications on their viability for the foreseeable future, with such foreseeable future covering, according to IAS 1, at least 12 months from the balance sheet date. Against this backdrop, the financial statements of the companies of the Banca Carim Group were prepared on the assumption that such companies are going concerns as, based on the available information analyzed in light of the economic context in which they operate, there is no financial, profitability or operational indicator that might cast doubt on such assumption. The substantial equity base of the Group companies, past and current positive results, easy access to the financial resources necessary to carry on their business – including in the current economic and financial crisis – are evidence of the solid ground on which the going concern assumption rests. Concerning equity, part F of the Notes (Information on consolidated equity) and a specific reference in the report on operations confirm that also the financial year under review, in keeping with the past, showed capital requirements in line with regulations, as summarized below: 531 In millions of euros Tier 1 capital Regulatory capital Total prudential requirements Risk-weighted assets Tier 1 capital --------------------------------------Risk-weighted assets Regulatory capital --------------------------------------Risk-weighted capital 2000 2001 2002 2004 2005 1998 1999 178.1 186.4 70.1 1,002.1 232.5 232.5 83.8 1,197.6 241.5 237.7 101.2 1,445.1 253.9 252.6 117.5 1,678.7 212.7 212.7 144.7 2,067.6 224.4 224.3 158.3 2,261.6 262.2 261.9 188.0 2.685.1 288.4 287.5 213.2 3,048.3 292.0 386.4 230.5 3,296.5 297.0 397.1 246.4 3,524.0 297.9 395.9 273.8 3,423.4 17.77% 19.41% 16.71% 15.12% 10.29% 9.92% 9.76% 9.46% 8.86% 8.43% 8.70% 18.60% 19.41% 16.45% 15.05% 10.29% 9.92% 9.75% 9.43% 11.72% 11.27% 11.57% 2003 2006 2007 2008 To support the above statement, below profits to the shareholders of the Parent Company are shown since 2005 (first year of consolidation), that is: In millions of euros Net profit at year-end 1998 8.88 1999 9.88 2000 11.63 2001 15.31 2002 12.47 2003 13.1 2004 13.65 2005 14.06 2005 IAS 23.08 2006 IAS 2007 IAS 2008 IAS 19.09 20.19 8.34 Further confirmation of the validity of the going concern assumption comes from possible future benefits that will result from the reversal of the write-down of the financial instruments held, especially by the Parent Company, as described specifically in Part C – Section 7 “Net result of financial assets and liabilities recognized at fair value – Caption 110”. Section 3 – Subsequent events On March 12, 2009 the €250 million Eurobond issued in 2004 came to maturity. Repayment was made in full, without any refinancing, which reflected the Bank’s financial strength and its ability to manage effectively its cash despite significant capital market tensions. In a special meeting held on March 6, 2009, the shareholders of CORIT – Riscossioni Locali S.p.A. – in keeping with article 32 of Law Decree no. 185 of November 29, 2009, which was converted into Law no. 2 of January 28, 2009 – approved the issue of 13,240 new shares to be offered at par to the current shareholders, in proportion to their existing holdings, with proceeds to be used to raise the share capital from €3,120,000 to €10,004,800. Following the placement of the new shares, Banca Carim still owns 60% of the Company, as represented by 11,544 shares with a par value of €520.00 each, for a total nominal amount of €6,002,880. Section 4 – Other aspects Determination of fair value for financial assets – General principles IAS/IFRSs require changes in the fair value of financial assets designated as FVTPL (Fair value Trough Profit or Loss) and AFS (Available for sale) to be recognized through the income statement and equity, respectively. There is no doubt that prices quoted in an active market, that is a market where prices reflect the outcome of transactions conducted at arm’s length, are the best indication of fair value. In fact, quoted prices provide a proper measure to value financial instruments (mark-to-market approach). Thus, it is paramount to determine when a market is considered active, especially in a situation such as the current one, where market prices do not reflect the real value of a quoted firm or financial instrument. IAS/IFRSs, especially the guidelines issued on October 31, 2008 by the IASB, provide certain measures to be used for that purpose, such as volumes and levels of trading activities, availability of prices and whether they are current, changes in credit spreads relative to risk, excessive price volatility, etc. 532 In the absence of an active market, the fair value of financial instruments is determined by using valuation techniques designed to determine the price at which the financial instruments would be sold, on the valuation date, in a transaction driven solely by commercial considerations. Such techniques include: • Reference to indirectly-related market values as observed in products with similar characteristics (so-called comparable approach); • Valuations based, including only in part, on non-market observable inputs, where use is made of estimates and assumptions (so-called “mark-to-model” approach). The choice of methodology to be adopted is not arbitrary, as these techniques are ranked according to a specific order of importance. In other words, if quoted prices are available in an active market the use of the alternative techniques is not permitted. Accordingly, to determine the fair value of its investments in bonds quoted in inactive financial markets issued by: - Banks – subordinated bonds; - Italian banks; - US banks; - Foreign banks (non-US.); - Industrial firms; - Financial firms; Banca Carim used a specific valuation model created in cooperation with a primary financial analysis firm. Market inactivity was evaluated for each financial instrument by considering the changes in the relevant bid-ask spread, over a given period of time, and the standard deviation of the asset swap spread for the financial instrument. For the market of a financial instrument to be considered inactive, the following must occur: - the ratio of the bid-ask spread at the valuation date to the average bid-ask spread for a period where the market was considered active (first half of 2007) is greater than 1.5, a threshold regarded as marking a turning point from an active to an inactive market. Alternatively: - the ratio of the standard deviation of the asset swap spread at the valuation date to the average of the standard deviations of the asset swap spreads for a period where the market was considered active (first half of 2007) is greater than 15, a threshold regarded as marking a turning point from an active to an inactive market. The thresholds of both the bid-ask spread (1.5) and the standard deviation of the asset swap spread (15) used for each financial instrument - to determine the point at which the relevant market becomes inactive – were defined by using the time series of such ratios, identifying the relevant “normality” conditions. Specifically: - - to define the threshold for the first ratio, the distribution of the average bid-ask ratios of all the financial instruments examined was calculated for the first month of 2007 and the first half of 2007, to determine the relevant dispersion in an active market. The analysis showed that this ratio was lower than or equal to 1.5 for 90% of the financial instruments reviewed. to define the threshold for the standard deviation of the asset swap spread for all the financial instruments examined, the distribution of the standard deviations was calculated for the first and the second half of 2007, to determine the relevant dispersion in an active market. The analysis showed that this ratio was lower than or equal to 15 for 90% of the financial instruments reviewed. 533 Subsequently, for such instruments as were traded in inactive markets – as determined in accordance with the above – the daily changes in the bid and ask prices were analyzed in the forty business days preceding the valuation date (inclusive) for three market operators. When a bid or ask price was unchanged for at least four non-consecutive days and in the period considered there were at least eight such occurrences (the lack of change refers to either bid or ask prices and is calculated by excluding always the first day), the market of the financial instrument was considered inactive. The materialization of such conditions in the prices quoted by all the three operators under observation constitutes ground to consider inactive the market for that financial instrument (application of the valuation model instead of market price). If the above conditions materialize only with respect to two market operators, the average bid-ask spread is calculated with respect to the other operator and that financial instrument, for the month related to the valuation date (always end of month). Only if the average is equal to or greater than 60 basis points is the market for that specific financial instrument considered inactive (application of the valuation model instead of market price). In all the other cases the financial instrument is valued in accordance with the model. The valuation model used to measure financial instruments in the presence of inactive markets is described in paragraph 5 of the accounting policies – Financial assets recognized at fair value. Reclassification of financial assets (Amendments to IAS 39) On October 13, 2008 the IASB approved an amendment to IAS 39 and IFRS 7, which was adopted as a matter of urgency by the European Commission on October 15, 2008 with Regulation 1004/2008. Under this amendment, in the presence of given conditions, an entity is permitted to reclassify financial instruments recognized initially as held for trading to the category of “Available-for-sale financial assets”. Before such amendment, reclassifications were allowed only between “Availablefor-sale financial assets” and “Held-to-maturity financial assets”. Based on paragraphs 50D and 50E of the new version of IAS 39, the following may be reclassified: - financial instruments, other than derivatives, previously classified as held for trading. On the other hand, following the adoption of the so-called fair value option, financial assets recognized at fair value cannot be reclassified. The new category is “Loans and receivables”. To be eligible for reclassification, financial instruments must fulfil the requirements for recognition as “Loans and receivables” on the transfer date. Moreover, the entity has to have the intention and the ability to hold the financial instrument for the foreseeable future or until maturity; - Non-derivative financial instruments classified as available for sale may be reclassified to “Loans and receivables” if, on the reclassification date, they qualified as “Loans and receivables” and the entity had the intention and the ability to hold them for the foreseeable future or until maturity Any other non-derivative debt or equity instrument may be reclassified out of “Held-for-trading financial assets” to “Available-for-sale financial assets” or out of “Held-for-trading financial assets” to “Held-to-maturity financial assets” (only debt securities) if such instruments are no longer held for trading in the short term. However, according to paragraph 50B, this is permitted only in rare circumstances. In a press release of October 13, 2008, the IASB indicated that it considered the deterioration of the global financial markets in the third quarter of 2008 an example of “rare circumstance”. A reclassified financial asset is recognized in the new category (“Loans and receivables”, “Financial assets held to maturity”, “Available-for-sale financial assets”) at its fair value on the date of reclassification, which represents its new cost or amortized cost. However, it is expressly provided that, for reclassifications approved before November 1, 2008, the financial instrument be recognized in the new category at its fair value at July 1, 2008. For all the reclassifications approved after November 1, 2008, the reclassified financial instruments are recognized in the new category at their fair value at the date of reclassification approval. Once they are transferred, the financial instruments are valued and recognized in accordance with the rules for the new category, save as otherwise specified below. Thus, for financial assets 534 recognized at amortized cost, the effective rate of return to be used from the reclassification date should be calculated. For reclassified assets, any subsequent positive change in expected cash flows is a factor in determining the effective interest rate at the date of change in the expected cash flow. Such change will be recognized along the term to maturity of the instrument instead of through profit or loss, as is the case instead with assets that are not reclassified. On the other hand, any decrease in expected cash flow at the date of reclassification will be treated in accordance with previous rules, that is if such decreases reflect a loss in value they will be recognized through profit or loss. Gains and losses on available-for-sale financial assets with a pre-established maturity date, recognized previously through equity, are released along the term to maturity of the relevant financial assets, in accordance with the amortized cost principle. On the other hand, if the financial instrument does not have a pre-established maturity date (e.g. perpetuities), the attendant gains and losses will not be released from the revaluation reserve until sale or repayment. As it availed itself of the fair value option, and recognized its financial instruments at their fair value, the Bank could not implement the above changes. Uncertainties on the use of estimates in preparing the financial statements for the period The application of certain accounting standards involves significant judgment on the basis of estimates and assumptions that show a degree of uncertainty when they are made. The assumptions adopted for these financial statements are deemed appropriate and, consequently, they provide a true and fair view of the financial conditions, operating results and cash flows for the year. In order to make reliable estimates and assumptions, reference was made to historical experience, as well as to other factors considered reasonable for the situation at hand, in light of all the available information. However, it cannot be ruled out that changes in such estimates and assumptions might determine significant effects on the financial condition and operating results, as well as on the contingent assets and liabilities disclosed in the financial statements, in the presence of any change in previous judgments. In particular, management had to resort to subjective measurements in the following cases: - in determining the fair value of financial assets when such determination could not be made by observing active markets. The subjective factors include the selection of the valuation models or the inputs that might be non-market observable; - in quantifying provisions and post-employment benefits, due to the uncertainty of amounts, time and the actuarial assumptions used; - in estimating the recoverability of deferred tax assets. These cases are mentioned to provide the user with a better understanding of the main areat uncertainty, and are in no way intended to suggest that alternative assumptions might be appropriate. In addition, estimates are made on the assumption that the Company is a going concern, as no risk has been identified which might disrupt the orderly functioning of its operations. Risk disclosures, especially that on liquidity risk, are provided in Part E – Information on risks and the relevant hedging policies. 535 A.2 NOTES TO THE MAIN FINANCIAL STATEMENT ITEMS Below the accounting policies applied to the main financial statement items are discussed. Such accounting policies have been adopted to prepare the financial statements in accordance with the instructions of the Bank of Italy issued by circular no. 262 dated 22 December 2005. 1 – FINANCIAL ASSETS HELD FOR TRADING a) Recognition Financial assets are recognized initially on the settlement date, in the case of securities, and on the signing date, in the case of derivative contracts. Financial assets are recognized at fair value, without considering transaction income or costs associated with the financial instrument. b) Classification Trading financial assets include financial instruments held with the objective to generate, in the short run, profits arising from changes in prices. c) Measurement Subsequently, financial assets held for trading are measured at fair value, except unlisted equity instruments which, in the event that their fair value cannot be measured, are carried at cost. The fair value of instruments listed on active markets is determined on the basis of the market prices prevailing on the last day of the period. In the absence of an active market, use is made of estimates based on the market price of comparable instruments, on the prices for recent comparable transactions or using valuation models involving the discounting to present value of future cash flows, taking into account all risk factors associated with the instruments and that are observable in the market. The fair value hierarchy and the valuation models used to measure financial instruments are described in section 5 of the accounting policies – Financial assets recognized at fair value. d) Derecognition Financial assets are derecognized when cash flow rights associated with them expire or when they are sold, thereby transferring also all the relevant risks and benefits. e) Recognition of gains and losses Gains and losses on the sale or repayment of financial instruments held for trading, as well as unrealized gains and losses resulting from changes in fair value, are recognized through profit or loss and shown in the net result of trading activities. 2 – AVAILABLE-FOR-SALE FINANCIAL ASSETS a) Recognition Available-for-sale financial assets are recognized initially on the settlement date, in the case of securities, and on the disbursement date, in the case of loans. Available-for-sale financial assets are initially recognized at fair value, which usually reflects the amount disbursed/paid inclusive of costs and revenues that are directly attributable. b) Classification Available-for-sale financial assets include financial assets other than derivatives and those classified as loans, financial assets held for trading or held to maturity. This item includes also equity instruments not held for trading and that do not create any subsidiary, associate or joint536 venture relationship. Available-for-sale financial assets include a capitalisation contract entered into with an insurance company. c) Measurement Available-for-sale financial assets are measured at their fair value, except for such equity instruments as are not quoted in an active market and which are reported at cost, in the event that their fair value cannot be determined in a reliable manner. The fair value of instruments traded in an active market is determined by reference to the prices prevailing on the last trading day. In the absence of an active market, use is made of estimate methods based on the prices for recent transactions involving comparable quoted instruments or by discounting their future cash flows, taking into account all risk factors related to such instruments on the basis of market observed data. The fair value hierarchy and the valuation models used to measure financial instruments are described in section 5 of the accounting policies – Financial assets recognized at fair value. Equity instruments that are not listed on active markets, in case that their fair value can be reliably recognized, are reported at cost. d) Derecognition Financial assets are derecognized when the contractual rights on the cash flows arising therefrom expire, or when a financial asset is sold, transferring all the risks and benefits associated to it. At each reporting date, a financial instrument is checked for impairment, taking into account the following: a) concerning debt instruments, information considered paramount for determining any impairment includes the following: - existence of significant difficulties experienced by the issuer, as attested by defaults or lack of payments of interest or principal; - likely initiation of a bankruptcy procedure; - disappearance of an active market for the financial instruments; - deterioration of economic conditions affecting the issuer’s cash flows; - downgrading of issuer’s rating, in the case of rated bonds, when accompanied by negative news on the issuer’s financial conditions. In the case of bonds, consideration is given to the availability of specialized sources or information by news info-providers (such as Bloomberg, Reuters), which can give more accurate reports on the issuer’s deterioration. In the absence of such elements, reference is made to the quoted prices of instruments similar to those examined, in terms of both bond characteristics and issuer’s creditworthiness. b) Concerning equity instruments, information considered paramount for determining any impairment includes, in addition to the above, a. changes in the technological, market, economic and legal environment in which the issuing company operates; b. a significant and/or lasting decrease in the fair value of an equity instrument below its cost can be considered evidence of impairment. More specifically, the factors listed below are considered indicative of the need to recognize impairment: - Fair value of the instrument over 30% lower than the amount initially recognized; or - Fair value of the instrument lower than its carrying value for more than 12 months. Concerning investments in equity instruments, the need to recognize impairment is determined by the existence of one or more of the following conditions: 537 - the Fair value of the investment is significantly lower than cost or otherwise significantly lower than the fair value of comparable companies in the same sector; the company’s management is deemed inadequate and otherwise unable to drive the share price back up; the rating is downgraded from that assigned on the date of purchase; significant decrease of profits and cash flows or deterioration of the issuer’s net cash position since the date of purchase; dividends are reduced or discontinued; the market for the bonds issued is no longer active; changes in the regulatory, operating, and technological framework, with a negative impact on the issuer’s financial condition, operating results and cash flows; negative prospects in the issuer’s market, industry or geographical area. Impairment reflects the difference between the amortised cost of the impaired instruments and their recoverable or current value (fair value). Losses are recognized through profit or loss as value impairments. Increases in value over time are recognized in the income statement as interest income. Any write-back of debt instruments are recognized through profit or loss whilst write-backs for equity instruments are recognized in equity. Write-backs of unlisted equity instruments recognized at cost cannot be accounted for in the financial statements. e) Recognition of gains and losses Concerning available-for-sale financial instruments: - interest income is calculated by applying the effective interest rate method; - unrealised gains and losses determined by changes in fair value are recognized in a specific equity reserve, net of the relevant tax effect, until the financial asset is sold or impaired. As the available-for-sale financial asset is sold, unrealised gains and losses recognized in an equity reserve until such time are transferred to “gains (losses) on sales or repurchases of available-forsale financial assets” in the income statement. When an available-for-sale financial asset is impaired, cumulative losses due to changes in fair value recognized in equity are reported as “Net impairments of available-for-sale financial assets” in the income statement. A value impairment is recognized in the presence of observable evidence of value reductions. Any write-back is accounted for in equity, in the case of equity instruments, and through profit or loss, in the case of loans or debt instruments. The amount of the write-back can under no circumstances exceed the amortised cost at which the instrument would be shown in the absence of prior adjustments. 3 – HELD-TO-MATURITY FINANCIAL ASSETS a) Recognition The initial recognition of financial assets occurs on the settlement date, for securities, and on the signing date, for derivative contracts. Held-to-maturity financial assets are recognized at fair value, inclusive of any costs or income that is directly attributable. 538 b) Classification Held-to-maturity financial assets include debt instruments, with fixed maturity and payments, which the company intends to hold until maturity. At the reporting date, there were no held-tomaturity financial instruments. c) Measurement Subsequently, held-to-maturity financial assets are recognized at their amortised cost, utilizing the effective interest rate method. d) Derecognition Held-to-maturity financial assets are derecognized when the contractual rights on the cash flows associated with them expire, or when the financial asset is sold, thereby transferring all rights and benefits related to it. e) Recognition of gains and losses Gains and losses arising from held-to-maturity financial assets, if any, are recognized through profit or loss when such assets are derecognized or are impaired, as well as through the amortization of the difference between the amount recognized and the amount repayable at maturity. Held-to-maturity financial assets are periodically tested for impairment (at the close of each fiscal year and interim period) to determine whether there is objective evidence of deteriorated value. Any value impairment, which is calculated as the difference between the carrying value and the present value of cash flows determined by using the effective interest rate, is recognized through profit or loss. Any write-back, following the above losses, is recognized through profit or loss. 4- LOANS a) Recognition The initial recognition of a loan occurs at the date of disbursement or, in the case of debt instruments, on the settlement date. The financial instrument is initially recognized at fair value, which usually reflects the amount disbursed or the subscription price, inclusive of transactions costs/income that are directly attributable. In the event that the net value at which the loan is recognized is lower than its fair value, due to below-market rates or to interest rates lower than those applicable to loans with similar characteristics, initial recognition takes place for an amount equivalent to the present value of future cash flows as discounted at a suitable market rate. Contangoes and repurchase and resale agreements are recognized as deposits or loans, as the case may be. Specifically, sale and simultaneous forward purchases of securities are recognized as deposits for the amount collected at the time of sale, while purchases and simultaneous forward sales of securities are recognized as loans for the amount of the purchase. b) Classification Loans include loans and advances to customers and banks, with fixed or determinable payments, which are not listed on an active market and are not classified initially among available-for-sale financial assets. Loans include also receivables, resale agreements, receivables arising from factoring transactions. c) Measurement After initial recognition, loans are measured at amortized cost, utilizing the effective interest rate method. Such effective interest rate reflects the discount rate at which the present value of future cash flows of the loan, inclusive of principal and interest, is equal to the amount of the loan, 539 inclusive of the costs/revenues that are directly attributable. This accounting method makes it possible to spread the economic effect of costs/revenues over the remaining life of the loan. Starting from 2008, and in relation to the information system adopted in the year, the amortized cost method is applied also to short-term loans. At the close of each fiscal year and interim period, the loans are tested for impairment to determine any reduction of their realisable value. Such test is carried out individually for substandard loans, that is loans included in such risk categories as non-performing, “alleged problem” (a category that includes loans analyzed individually) and restructured loans (if any), as defined by the relevant Supervision rules. On the other hand, performing, past due and “objectively-determined problem” loans are tested collectively, after they are grouped in categories sharing similar risk characteristics, such as economic sector. The amount of the impairment of substandard loans is calculated by discounting to present value the expected cash flows, inclusive of principal and interest, taking due account of any collateral. In determining the present value of the cash flows, key features include the estimated recovery amounts, the time involved and the applicable discount rate. In relation to substandard loans, such as non-performing loans, estimated recoveries and the relevant repayment schedules are determined by reference to the assumptions and estimates of the employees responsible for such activities on the basis of the borrower’s solvency and taking into account, for these types of loan, any collateral. As to the discount rate, given the inability to utilize in a sufficiently reliable manner, at first-time adoption, the original interest rate applied to the individual loans, use has been made of interest rates available within the Bank for the year when they were classified as non-performing. After such date, use is made of the interest rates applied prior to their classification as non-performing. As to alleged problem loans and restructured positions, to determine the estimated cash flows of each loan, reference is made to the assumptions and estimates of the employees responsible for such activities within the various Group companies on the basis of the borrower’s solvency and taking into account, for these types of loan, any underlying collateral. Moreover, by using the time series of the aggregate of reference for the past few years, the percentage is calculated of the problem loans that are classified to the non-performing category (which in turn are classified as loans transferred within one year and within two years) and those that are reinstated as performing. The percentages so calculated are applied to existing loans and their expected realizable value is discounted utilizing, but only at first-time adoption, the average interest rates, available within the various Group companies, for the year when the individual loans were classified as problem loans, instead of the original interest rates. Subsequently, the interest rates used are those applied to the loans before their classification as problem. Objectively-determined problem loans - represented by such loans as feature the conditions provided for by the supervision rules enacted in December 2008 and for which the Parent Company did not deem it appropriate, in terms of recoverability, to perform an individual evaluation – are assessed on a collective basis. Like performing loans, these are evaluated by segmenting the portfolio by industry, in accordance with the supervision rules. The cash flows of the loans so segmented are assigned – as with performing loans – a loss percentage calculated depending on the time series common to the two loan aggregates. Such percentages are based on elements observable on the valuation date, which make it possible to estimate the potential loss in each category of loans so segmented, as adjusted in terms of probability of default, to keep in due account the historical and statistical experience of problem loans vis-à-vis non-performing loans. The assessment of performing and past due loans concerns asset portfolios featuring objective evidence of a collective loss. Performing loans are classified by risk category, depending on the 540 economic sector, as indicated in the current Supervision rules. Loss percentages calculated on the basis of time series, based on observable elements at the evaluation date, are applied to the estimated cash flows of the assets so segmented, to arrive at an estimate of the possible losses for any of the loan categories so defined. Starting from the year under review, and in connection with the criteria adopted to determine a general loss, in order to make the determination model more consistent with the rules on deteriorated loans, as amended by the new supervisory returns, the percentages applied to each industry at the reporting date to determine provisions for loan losses have been restated. Considering that until the end of 2007 the Bank prudently included under problem loans also “watchlist” loans – i.e. loans that, even though they did not qualify under the supervision rules then prevailing as problem loans, showed early warning signals. Considering this classification, these positions were used to calculate the probabilities of default for each industry, thus affecting negatively the time series used to set the percentages to make provisions for loan losses. Thus, it was necessary to adjust the time series related to these positions by excluding specifically those watchlist loans that at the reporting date have been collected or restored to performing loans. The effects of this correction in the time series resulted in the calculation of the percentages set to make provisions to the allowance for loan losses more consistent with real loan losses, and the ensuing lower provisions, the effects of which are shown in section 17, below “Other information”. d) Derecognition Financial assets are derecognized when the contractual rights on the associated cash flows expire, or when the financial asset is sold, thereby transferring all risks and benefit related to it. On the other hand, if the risks and benefits related to loans sold are kept, such loans continue to be carried on the balance sheet, even though legal title has been transferred (i.e. continuing involvement). e) Recognition of gains and losses Interest on loans, calculated utilizing the effective interest method, is recognized through profit or loss so as to spread the effects of transaction costs/revenues over the expected life of the loan. Write-downs and write-backs (both individual and collective) are recognized through profit or loss (among write downs/write-backs due to loan impairment), by up to the amortised cost at which the loan would be recognized without any previous adjustment. 5 – FINANCIAL ASSETS RECOGNIZED AT FAIR VALUE a) Recognition Under IAS/IFRS companies can recognize as financial instruments at fair value through profit or loss any financial asset so designated at the time of purchase. This item refers to the application of the fair value option to financial assets with a “natural” hedge, which is designed to create a more balanced effect of the changes in value of financial assets and liabilities on earnings. b) Classification At first-time adoption, even though they might not have been held for trading, certain financial instruments are classified as financial assets recognized at fair value through profit or loss, as allowed by IAS 39. 541 c) Measurement Subsequently, this portfolio is measured at fair value, except for equity instruments that are not listed on an active market, whose fair value cannot be determined in a reliable manner, and that, as such, are carried at cost. Financial assets are recognized in this category at their fair value through profit or loss. The choice of the model to be adopted is not arbitrary, as the relevant techniques are ranked by order of importance. Hierarchy of fair value The fair value of financial instruments is determined according to methodologies ranked by order of importance. The first and foremost determinants of fair value are prices quoted in an active market, followed by the observation of prices resulting from comparable transactions and then by specific valuation models. Therefore, the fair value of financial instruments is determined in accordance with one of the approaches listed below in a decreasing order of importance. 1. Prices in an active market (Mark to market Approach) Fair value reflects the market price of the financial instrument under evaluation, as determined on the basis of the prices quoted in the active market on the last day of the fiscal year. A financial instrument is considered as quoted in an active market if quoted prices result from arm’s length transactions and are readily available through markets, brokers, intermediaries, operators, price quote services or authorized entities at the time such prices result from actual and regular transactions conducted in a normal period of reference. 2. Value of comparable financial assets (Comparable Approach) When no market price is available, the fair value of the financial instrument is determined on the basis of prices or credit spreads derived from the official prices of instruments largely similar in terms of risk factors, by using specific calculation methodologies. This approach involves an investigation into transactions conducted in active markets involving instruments comparable in terms of risk factors to the instrument under evaluation. The calculation methodologies adopted make it possible to reproduce the prices of financial instruments quoted in active markets without including discretionary factors, thus providing solid ground for the determination of the fair value of the instrument in question. However, the IASB indicated that it is not necessary to use this measurement by “analogy” when prices are formed in inactive markets. 3. Valuation models (Mark to Model Approach) In the presence of inactive markets, as defined above, financial instruments are evaluated using different standards. Accordingly, reference is made to market inputs as well as more discretionary factors. Fair value determined with the mark-to-model approach should take due account any adjustments for the counterparty’s liquidity and credit risks. According to this approach, the financial instrument is evaluated using a calculation methodology based on internationally established techniques. Valuation model of Banca Carim The valuation model is specific to each financial instrument at the valuation date. In the presence of an inactive market, as defined above, this model calls for the replacement of quoted market prices for the individual instrument with a price calculated in accordance with the internal model, taking into account interest rate, credit, liquidity and option risks. Thus, fair value is measured using the mark-to-model approach: • by determining the present value of expected cash flows as discounted by using the term structure of interest rates, namely: 542 for fixed-income instruments, through the use of nominal interest rate and each coupon period; o for floating-rate instruments, through the use the term structure of interest rates at the valuation date to determine the expected forward rates linked to the nominal interest rate of the instruments, as applicable on the relevant reset dates; by adjusting for credit risk, as calculated using the average of specific credit default swaps (CDS) applicable to the issuer, over the 12-month period preceding the valuation date, with maturities equal to that of the financial instruments to be evaluated. by adjusting for liquidity risk, as calculated using the average – over a defined time horizon (1st quarter of 2008) – of the differences calculated initially on the individual instrument, and subsequently by industry, (so-called “Base”), between the credit default swap (CDS) and the asset swap spread (ASW) with maturities equal to the maturity of the instrument to be evaluated. o • • In the event that the value of the credit default swap of the instrument cannot be calculated, all risks (credit and liquidity) are estimated jointly through the time series of the asset swap spread with the same maturity as the financial instrument, calculating the average for the 12-months period preceding the valuation date. In the case of structured bonds with embedded options, the adjustment for the liquidity risk is made by used the “Base” specific to the instrument which incorporates also the option risk. The average over the 12-month period before the valuation date used to adjust credit default swaps and asset swap spreads for credit risk was deemed the most appropriate – following a careful assessment and the analysis of a number of alternative hypotheses (6- and 9-month period before). In fact, this profile is considered as the most appropriate to mitigate the effects of market turmoil, both in the period of reference and in future periods, and is in line, in the presence of an inactive market, with the reasons that led the Institute to adopt the internal valuation model. The simulations run using the alternative hypotheses (average for the 9-month period before the valuation date) would have involved lower write-downs for the Parent Company alone, i.e. approximately €21.98 million instead of the current €24 million accounted for. In short, adjustments for each of the credit, liquidity and option risk, and all of them combined, are made according to the following model: Credit risk Liquidity risk Bonds with options and CDS Bonds without options and CDS Bonds with options and without CDS Bonds without options and without CDS CDS t BASE t BASE industry ASW t CDS t CDS t Credit and liquidity risk Option and liquidity risk Credit, option and liquidity risk BASE t BASE sector ASW t ASW t Credit Defaul Swap – average for 12 months before valuation date Difference between "CDS" and "ASW" of the specific instrument Difference between "CDS" and "ASW" of the industry to which the issuer belongs Asset Swap Spread - average for 12 months before valuation date d) Derecognition Financial assets are derecognized when the contractual rights on the associated cash flows expire or when the financial asset is sold, thereby transferring all the related risks and benefits. 543 e) Recognition of gains and losses Gains and losses on the sale or repayment of financial instrument recognized at their fair value, as well as unrealized gains and losses arising from changes in fair value, are recognized through profit or loss and shown in net result of assets and liabilities recognized at fair value. 6 – HEDGING TRANSACTIONS a) Recognition Hedging derivative financial instruments are recognized upon inception of the hedge at fair value. b) Classification This balance sheet item reflects hedging derivatives, which break down as follows: - fair value hedges of a specific asset or liability; - cash flow hedges, or hedges of future cash flows attributable to a specific asset or liability; - hedges of net investment in a foreign operation. Hedge derivatives are utilized to manage interest rate risk, currency risk, credit risk associated to assets and liabilities. The designation of a financial instrument as hedge requires employees in charge to substantiate through documentary evidence: - the relationship between the hedging instrument and the hedged item, including the objectives of risk management; - the hedging strategy; - the methods that will be utilized to check the effectiveness of the hedge. Generally, a hedge is considered highly effective if, at inception and during its life, the changes in fair value or in the cash flows of the hedged item are offset by changes in the opposite direction of the fair value and the cash flows of the hedging item, within an interval ranging from 80% to 125%. Transactions no longer qualify as hedging if: - the hedge represented by the derivative ceases or is no longer highly effective; - the derivative matures, is sold, terminated or exercised; - the hedged item is sold, matures or is repaid; - the designation as hedge is cancelled. The ineffective portion of the hedge is the difference between the change in fair value of the hedging instrument and the change in fair value of the hedged item, or the difference between the change in cash flows of the hedging instrument and the change in the (expected or effective) cash flows of the hedged item. c) Measurement Subsequently, hedging derivatives are measured at fair value. The fair value of derivative instruments is determined on the basis of prices prevailing on regulated markets or provided by qualified operators on the basis of option valuation models (or on the basis of discounted cash flow models). d) Recognition of gains and losses In effective fair value hedges, changes in fair value are recognized through profit or loss. Changes in fair value of the hedged item, attributable to the risk hedged with the derivative instrument, are recognized through profit or loss as contra-entries to changes in the carrying value of the hedged item. 544 If the hedging relationship is discontinued for reasons other than the sale of the hedged item, and the hedged item is measured at amortized cost, the difference between the carrying value of the hedged item upon discontinuance and the carrying value that would have been recognized had the hedge never existed is amortized through profit or loss throughout the remaining life of the original hedge. In the case of non-interest-bearing instruments, this difference is recognized through profit or loss. In the case that the hedged item is sold or repaid, the unamortized portion of the fair value is recognized through profit or loss. In the case of cash flow hedges, the portion of income or loss of the hedging instrument that is considered effective is recognized initially in equity, whilst the portion that is not considered effective is recognized through profit or loss. When the hedged cash flows materialize, and are recognized through profit or loss, the relevant gain or loss on the hedged item is charged to equity and released to the corresponding income statement item. If the cash flow hedge of a future transaction is no longer effective, or the hedging relationship is discontinued, the total gains or losses on that hedging instrument recognized in equity are recognized through profit or loss as the transaction occurs. 7 – INVESTMENTS a) Recognition Investments in subsidiaries, associated companies and joint ventures are recognized on the settlement date. b) Classification Investments include interests in: - associates, involving ownership of voting shares ranging between 20% and 50%; - joint ventures, on the basis of contractual arrangements, shareholders’ agreements or other agreements for the management of the operation and accounted for with the equity method. Minority interests are included in available-for-sale financial instruments, which are accounted for in accordance with the criteria described above. c) Derecognition Investments are derecognized when the contractual rights on the cash flows associated with them expire, or when the investment is sold, thereby transferring all the risks and benefit related to it. d) Recognition of gains and losses If the impairment test shows that the recoverable value is lower than the carrying value, the difference is shown as a cost through profit or loss among write-downs/write-backs due to the impairment of other financial assets and the asset is shown in the balance sheet at its recoverable value. Any write-back is recognized through profit or loss, up to the historical cost of the investment. 8 – PROPERTY, PLANT AND EQUIPMENT a) Recognition Items of property, plant and equipment are initially recognized at cost, inclusive of all the incidental costs that are directly attributable to the purchase and the start of operation of the asset. Non-routine maintenance expenses resulting in an increase of future economic benefits are accretive of the value of the assets, whilst routine maintenance costs are expensed as incurred. 545 b) Classification Property, plant and equipment include property used in production, investment property, leasehold improvements of autonomous properties, technical installations, furniture, fittings and equipment of any kind. Property used in production is that utilized for the provision of services or for administrative purposes while investment property is that held to earn rentals and/or for capital appreciation purposes. This item includes also assets held under a finance lease contract, even though the lessor might have legal title to the goods, and are therefore accounted for in accordance with IAS 17. c) Measurement Subsequently, items of property, plant and equipment are measured at cost, net of accumulated depreciation and any value impairment. Depreciation is calculated every year on the basis of the remaining useful life of the asset concerned. The remaining useful life of each asset is checked periodically. In case of changes in the initial estimates also the relevant depreciation rate is changed. Depreciation does not apply to the land pertaining to buildings, which is therefore accounted for separately as it has an indefinite useful life, and to works of art, since their useful lives cannot be estimated and their value is usually expected to increase with time. d) Derecognition Items of property, plant and equipment are usually derecognized at the time of disposal or when the asset is permanently retired and no future economic benefits are expected from its decommissioning. e) Recognition of gains and losses At the close of each year or interim period, any indication of value impairment of an asset determines a comparison between the carrying value of such asset and its recoverable value. The recoverable value is the difference between the fair value of the asset, net of selling costs, and the relevant value in use, or the present value of future cash flows originated by the asset. Value impairments are recognized through profit or loss. Any write-back, up to the cost of the asset net of depreciation calculated in the absence of previous loss impairments, is recognized through profit or loss. In accordance with IAS 17, property held under lease finance contracts is recognized as an asset whilst the amount due to the lessor is entered as a liability. Depreciation is taken throughout the estimated useful life of the asset. Fees paid to the lessor are applied against the liability to reduce the principal owed and as interest expense in the income statement. 9 – INTANGIBLE ASSETS a) Recognition Intangible assets include goodwill, multi-year software applications, as well as the value of the trademark. Goodwill is the positive difference between the cost and the fair value, at the acquisition date, of assets and other operations taken over in business combinations. Any negative difference is recognized in the income statement. Other intangible assets are recognized at cost, as adjusted for incidental costs, only if the future economic benefits attributable to the asset are likely to be realized and if the cost of the asset can be determined in a reliable manner. If no such future benefits are expected, the cost of intangible assets is expensed as incurred. 546 b) Classification Intangible assets are recognized as such if they are identifiable and are linked to legal or contractual rights. c) Measurement Goodwill arising on business combinations is not amortized, as its useful life is considered indefinite. However, it is tested for impairment at least once a year and whenever there are indications that its carrying value is impaired. The amount of any impairment is determined on the basis of the difference between the carrying value of goodwill and its recoverable value, if this is lower. The carrying value is equal to the greater of the fair value of the cash generating unit, net of any selling cost, and the relevant value in use. To this end, the cash generating unit to which goodwill must be attributed is identified. Any adjustments recognized through profit or loss cannot be reversed, even though in subsequent years the reasons for such adjustments no longer apply. The cost of the remaining intangible assets is amortized in equal instalments over their remaining useful lives. d) Derecognition Intangible assets are derecognized upon disposal, and if no future economic benefits are expected. e) Recognition of gains and losses If the intangible asset does not meet the requisites of identifiability, control and existence of future economic benefits, the relevant cost is expensed out as incurred. As to goodwill, a negative difference between the fair value of the assets acquired and the cost of the investment is recognized in the income statement. A positive difference is instead recognized as goodwill among intangible assets and any impairment is charged to the income statement. 10 – NON-CURRENT ASSETS HELD FOR SALE a) Recognition This item includes non-current assets (or groups of assets held for sale) whose value will be realized mainly thanks to their sale instead of their use. b) Classification Non-current assets held for sale are recognized at the lower of carrying value and their fair value, net of selling costs. c) Derecognition Non-current assets held for sale are derecognized upon disposal. d) Recognition of gains and losses Gains and losses (net of the tax effect) arising from these assets are shown in the income statement under a separate caption. 11 – CURRENT AND DEFERRED TAXATION a) Recognition Tax expense or credit reflects the total amount of current and deferred taxes included in the calculation of net income for the period. Concerning deferred taxation, a deferred tax asset, 547 reflecting income taxes recoverable in future years, is recognized for all the tax-deductible timing differences in accordance with IAS 12, if the company is likely to generate taxable income against which such tax-deductible timing difference can be recovered. In the absence of evidence on the lack of sufficient taxable income in the future by the Bank, the application of the foregoing criteria appears consistent and supported by a track record of consistent taxable income amounts generated in the previous years. No deferred taxes have been calculated on non-taxable reserves, on the basis of the provisions of paragraph 51 A and B of IAS 12, as these reserves are not expected to be distributed. b) Classification Current taxes reflect the income tax payable or recoverable with reference to the taxable income or loss for a period. The income tax is calculated in accordance with the tax laws in force. Deferred tax liabilities reflect the amount of income taxes payable in future periods with respect to taxable timing differences. Deferred tax assets reflect the income tax amounts recoverable in future years due to: - tax-deductible timing differences; - unused tax loss carryforwards; - unused tax credits. Timing differences are differences between the book value of an asset or a liability and its tax base. c) Measurement Deferred tax assets and liabilities are computed by applying to the nominal values of the corresponding timing differences the tax rates that, based on the tax regulations in force at the time of calculation, will be applicable in the future periods, when the timing differences will reverse. Moreover, when tax regulations provide for different tax rates for different fractions of the same income, use can be made, for the future periods when the timing differences is reversed, of the weighted average tax rate for the reporting period. d) Recognition of gains and losses Current and deferred taxes are recognized through profit or loss except when they refer to gains or losses on available-for-sale financial assets and to changes in fair value of hedging derivatives (cash flow hedges), which are recognized in equity on an after-tax basis. 12 – PROVISIONS PENSION FUNDS AND SIMILAR COMMITMENTS a) Recognition, classification and measurement At the reporting date, the pension fund reflects the amount of supplementary pension benefits due to such retired and active employees who, during 2000, when the employee pension fund was changed pursuant to Legislative Decree 124/93 as amended and supplemented, opted to continue their enrolment in the defined-benefit plan. Following the agreement reached in 2002 with the trade unions, on 31 December 2002 the defined-contribution section of this fund was wound up and all the relevant positions were outsourced. The relevant liability is recognized on the basis of its actuarial value, as it qualifies as benefits payable under a defined-benefit plan. The present value of the liability is calculated by an independent expert and the effects of this estimate are recognized through profit or loss. 548 b) Recognition of gains or losses Losses related to the adjustments of the provisions for defined-benefit plans are recognized in the income statement as staff costs. For defined-contribution plans (external funds), the contributions paid by the Bank are expensed out as incurred and are determined in accordance with the employment service. EMPLOYEE TERMINATION BENEFITS a) Recognition, classification and measurement Employee termination benefits are recognized as a liability on the basis of their actuarial value, as they are employee benefits payable under a defined-benefit plan. Defined-benefit plans are measured on the basis of actuarial estimates of the benefits accrued by employees during their years of service, as discounted to determine the present value of the Company’s liability. The present value of this liability is calculated by an independent actuary and the effects of this process are recognized through profit or loss. Based on Law no. 296 of 27 December 2006 (2007 Budget Act), companies with at least 50 employees are required, at 1 January 2007, to pay their monthly contributions to employee termination benefits, locally known as TFR (Trattamento di Fine Rapporto), to the supplementary pension funds selected by the individual employees or to the Fund for private-sector employee termination benefits referred to by article 2120 of the Italian Civil Code (hereinafter Treasury Fund) managed by INPS, the Italian social security agency. This gave rise to two different positions: - The employee termination benefits accruing at 1 January 2007, for employees who elected to have their contributions deposited in the Treasury Fund, and at the month following their election, for employees who have opted to have their contributions deposited in a supplementary pension plan, are a defined contribution plan, which does not need actuarial calculations. The same approach applies to all employees hired after 31 December 2006, regardless of where they elect to have their contributions deposited. Employee termination benefits accrued at the above dates continue to be treated as a defined benefit plan. b) Recognition of gains or losses Employee termination benefits accrued during the year, equivalent to the average present value of the benefits accrued by employees during the year, are recognized in the income statement as staff costs. OTHER PROVISIONS a) Recognition and classification Provisions for risks and charges reflect costs and charges of a given nature, whose existence is certain or probable but the amount and payment date are uncertain. These provisions are recognized when: - there is a current (legal or implied) obligation as a result of a past event; - the fulfilment of the obligation is likely to require an outflow of resources for the production of economic benefits; - the amount of the obligation can be estimated in a reliable manner. 549 b) Measurement Provisions reflect the present value of the charges that will presumably be incurred to fulfil the obligation, in the event that the passage of time is considered important. The present value is calculated by using the current market rates. c) Derecognition Provisions for risks and charges are derecognized when the obligation that originated them ceases. d) Recognition of gains and losses Provisions and releases are recognized through the income statement under provisions. 13 – DEPOSITS AND SECURITIES ISSUED a) Recognition These financial liabilities are initially recognized upon receipt of the sums deposited or of the proceeds of debt instruments sold. The liability is recognized initially at fair value, which is usually the sum collected or the issue price, as adjusted for any transaction cost/income. b) Classification Banks’ deposits, customers’ deposits, securities issued and subordinated liabilities include the different types of funding obtained in the interbank market and from customers or via the issue of certificates of deposit and bonds, net of any repurchased amount. Customers’ deposits include amounts due to lessors in connection with any finance lease contract. c) Measurement Subsequently, the financial liabilities in question are measured at amortised cost, as calculated on the basis of the effective interest rate methodology, except for short-term liabilities. The amortised cost method is not applied to short-term debt, as the effect of discounting any such amount to present value would be immaterial and, as a result, amortised cost would be very close to historical cost. d) Derecognition Financial liabilities are derecognized when they mature or are repaid. Derecognition occurs also for buybacks of previously issued securities. e) Recognition of gains or losses Interest expense on such debt instruments is classified as interest expense on debt and similar charges. Gains or losses arising on the buyback of own securities are recognized through profit or loss. The placement on the market of own securities after a buyback is considered as a new issue and recognized at the new placement price, without any effects on the income statement. 14 – FINANCIAL LIABILITIES HELD FOR TRADING a) Recognition Financial liabilities held for trading are recognized initially at fair value, on the date of issue, in the case of debt instruments, or of stipulation, in the case of structured contracts. 550 b) Classification This item comprises the negative value of trading derivatives, as well as the negative value of derivatives embedded in complex contracts but closely related to them. In addition they include liabilities arising from short positions created in security trading activities. c) Measurement All financial liabilities held for trading are recognized at their fair value. d) Derecognition Financial liabilities held for trading are derecognized when they mature or are repaid. Own securities repurchased are also derecognized. e) Recognition of gains or losses The difference between the carrying value of the liability and the amount paid to purchase it is recognized through profit or loss as write-downs/write-backs due to impairment of other financial liabilities 15 – FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE a) Recognition and classification Under IAS/IFRS any financial liability can be recognized at fair value at the time of purchase, if so designated (so-called fair value option). This item refers to the application of the fair value option to financial liabilities with a “natural” hedge, which is designed to create a more balanced effect of the changes in value of financial assets and liabilities on earnings. b) Measurement Liabilities under this caption are recognized at fair value. c) Derecognition These financial liabilities are derecognized when they mature or are repaid. Own securities repurchased are also derecognized. d) Recognition of gains or losses The difference between the carrying value of the liability and the amount paid to purchase it is recognized through profit or loss under Net result of financial assets and liabilities recognized at their fair value. 16 – FOREIGN CURRENCY TRANSACTIONS a) Recognition and classification Foreign currency transactions are recognized initially in the reporting currency by applying to the foreign currency the spot rate prevailing on the transaction date. b) Measurement At the close of each year or interim period, foreign-denominated items are measured as follows: - monetary items are translated at the exchange rate prevailing on the closing date; - non-monetary items recognized at their historical cost are translated at the spot exchange rate prevailing on the transaction date; 551 - non-monetary items recognized at fair value are translated utilising the spot exchange rate at the closing date. c) Recognition of gains or losses Exchange rate differences arising from payments or from the translation of monetary elements at exchange rates other than those applied initially, or applied to the previous financial statements, are recognized through profit or loss in the period in which they materialize. 17 – OTHER INFORMATION Recognition of treasury shares Any treasury shares held are deducted from shareholders’ equity. Similarly, gains or losses arising on their disposal are recognized as changes in equity. Revenue recognition Revenues are recognized upon collection or whenever future benefits are likely to be received and such benefits can be quantified in a reliable manner. Specifically: - Interest on customers ’and banks’ loans are classified as interest income and similar revenues and recognized on an accrual basis. Late-payment interest charges are accounted for on an accrual basis and written down for the amount deemed irrecoverable; - Dividends are recognized upon collection; - Commission and interest income or expense related to financial instruments is accounted for on an accrual basis; - Revenues from financial instrument trading are recognized through profit or loss, if the fair value of such instruments can be determined by reference to recent standards or transactions observable on the same market where they are traded. Alternatively, absent these standards of reference, revenues flow to the income statement throughout the term of the transaction. Leasehold improvements Leasehold improvements are capitalized in view of the future economic benefits flowing to the user of the asset throughout the term of the lease. These costs, which are classified as Other assets, in accordance with the Bank of Italy’s instructions, are amortized over the shorter of the period during which the improvements can be used and the term of the lease (inclusive of any lease renewal, if this depends on the tenant). These are value-accretive improvements and expenses that cannot be severed from the assets, as these cannot be used and operated separately. In the absence of such value-accretive improvements, such costs would be recognized as property, plant and equipment Other information As specifically indicated in part 4 – “Loans” of this section, on the basis of reasoned opinion, as of 2008 estimates of the general losses on performing loans were changed. The effect of this estimate change led to a benefit for the Group of €9.2 million, with the relevant percentage of provisions for loan losses settling at 1.46% as opposed to 1.35% at 31 December 2007. 552 ACCOUNTING STANDARDS, CHANGES IN ESTIMATES AND ERRORS. As the financial statements for the year ended December 31, 2008 were being prepared, it became obvious that adjustments had to be made to certain balance sheet and income statement items for previous years, with the following effects: - Reserves – decrease of €2,494.27 thousand resulting from the recalculation of the proper interest amount for each installment of several mortgages between 1994 and December 31, 2008. Accordingly, at January 1, 2008 equity declined from €397,389 thousand to €394,895 thousand. IAS 8 states that: - an accounting error relating to prior periods does not affect the income statement for the periods presented but retrospective adjustments are made by restating the comparative amounts for the prior periods presented; - a prior period error shall be corrected by retrospective restatement except to the extent that it is impracticable to determine either the period-specific effects or the cumulative effect of the order; - when it is impracticable to determine the period-specific effects o fan error on comparative information for one or more periods presented, the entity shall restate the opening balance of assets, liabilities and equity for the earliest period for which retrospective re statement is practicable (which may be the current period). According to this standard, and considering the impracticability of restating the effects for each prior period, Banca Carim changed the comparative balances in the balance sheet at December 31, 2007, showing the relevant adjustments also in the statement of changes in equity for 2008, in the columns related to the opening balances, in accordance with the instructions in Circular 262 issued by the Bank of Italy in December 2005. 553 554 ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2008 Report on Operations Consolidated Financial statements Notes to the consolidated financial statements Abridged English translation of the original issued in Italian GRUPPO CREDITIZIO BANCA CARIM - CASSA DI RISPARMIO DI RIMINI S.p.A. ___________________________________________________________________________________________________ Member of the Interbank Deposit Protection Fund Rimini Companies’ Register at no. 13899 Register of Banking Groups - Code 6285.1 555 556 REPORT ON OPERATIONS INTRODUCTION Pursuant to Legislative Decree no. 38 dated 28 February 2005, the Banca Carim Credit Group has been preparing its consolidated financial statements in accordance with IAS/IFRSs since the year ended 31 December 2005. In 2008 the basis of consolidation did not change, therefore, at year-end 2008, the Banca Carim - Cassa di Risparmio di Rimini S.p.A. Group consisted of: THE GROUP 60% 100% Attention is called to the regulatory context in which Credito Industriale Sammarinese operates, featuring the extensive application of “banking secrecy”, where details of customers and banking transactions are strictly confidential. In the presence of these conditions, even though it exercises significant influence over this subsidiary’s governance thanks to participation in the board and senior management, Banca Carim preserved the continuity and autonomy of Credito Industriale Sammarinese (providing the strategic guidance designed to encourage a conduct in line with the Parent Company’s principles of prudence and efficiency). MACROECONOMIC CONTEXT In 2008 the world economy grew by 3.4%, witnessing a sharp fall from the 5.2% increase of the previous year. The painful financial crisis that began in the summer of 2007 was exacerbated in the autumn of 2008, resulting in a substantial decrease of industrial output and a strong GDP contraction in the main industrial countries. The pace of economic growth slowed down considerably also in the emerging countries, even though these economies are still acting as engines for global growth. The year was 557 marked by the high volatility of oil prices, as the average price per barrel first rose from $72.5 to $98.5 and then plunged in the second half of the year. In the year just ended, the United States saw its GDP go up by 1.3%, compared with 2.0% in 2007, and showed strong recession signals toward the end of the period. The slowdown of the US economy was due mainly to the serious contraction of investments, especially those in the housing sector which declined by 20%. Imports, too, decreased (down 3.3%) while consumer spending was nearly flat (up 0.3%). The US government reacted by implementing an expansive fiscal policy which translated into a higher public expenditure (up 2.9%). In Japan GDP even fell (down 0.7%), due mainly to the economy’s dismal performance, particularly in the last quarter, the worst in the last 35 years, with a negative growth rate of 4.6%. In the Euro area GDP grew by 0.8% for the year as a whole, showing a substantial decrease from 2.7% a year earlier. Growth was kept in check especially by consumer spending (up 0.6%) while fixed investments, imports and exports performed slightly better. Also in this area, the most worrying signals came from the latter part of the year, considering that in December the manufacturing output dropped by 11.1% on an annual basis. The rate of inflation rose above the 3% limit (3.3% in 2008 as against 2.1% in 2007), as prices came under pressure throughout the main European countries. Concerning the currency market, 2008 saw the euro rise further against the US dollar - as the average exchange rate for the year stood at 1.471, compared with 1.371 in 2007 – and the pound sterling. On the other hand, the euro lost ground against the Japanese yen, falling from 161.3 to 152.3. The year under review saw also a significant easing in monetary policy. In its attempt to deal with the serious financial and economic crisis, the US Federal Reserve cut the fed funds rate as many as 7 times during the year, from 4.25% at the end of 2007 to a level ranging from 0% and 0.25%. The European Central Bank began by a partial tightening, so as to stave off the inflation fuelled by rising commodity prices. However, starting in October, it too began to implement an expansionary monetary policy, lowering the refi rate three times, to 2.5% at year-end (compared with 4.0% at the end of 2007). In 2008, Italy’s GDP decreased. After negative growth rates for three quarters in a row, the average for the year was -0.9% (compared with a positive growth rate of 1.5% for 2007). The recession worsened in the last few months, as manufacturing output fell by as much as 14.3% on an annual basis. During the year under review, the only positive component was government expenditure (up 1.1%) , while fixed investment (down 0.7%), consumer spending (down 0.4%), imports (down 2.1%) and exports (down 0.5%) were all negative compared with 2007. The unemployment rate went up again, after several years, and stood at 6.7% in the third quarter, as opposed to 6.2% for the comparable year-earlier period (however, Italy’s unemployment rate is lower than the average for the Euro Area). On the consumer price front, the average for 2008 rose to 3.2% as against 1.7% in 2007. The public budget deteriorated again, as the deficit-to-GDP ratio should reach 2.6%, which is 1 percentage point higher than the comparable figure in 2007. This deficit increase and lower GDP growth caused the debt-to-GDP ratio to rise again, reaching 105.9%, compared with 104.1% in 2007. In keeping with the highly negative performance 558 of all equity markets, the Italian Stock Exchange’s index, Mibtel, posted a 48.7% decrease for the year. GDP in the Emilia Romagna region are expected to have risen 0.1%, reflecting a substantial slowdown from the 2.0% growth rate posted in 2007, which was still higher than the national average. Output, new orders and sales weakened as the months went by. Consumer spending decreased for small and medium retailers, and rose at a slower pace for large retailers. Positive news came from a limited number of sectors – in some cases with rather low growth rates – such as air and sea shipping. The only growth signals came from agriculture, whose value added went up by 7.4%. As noted above, regional demand decelerated, especially household spending, which should be down 0.1%. Fixed investments proved more resilient (up 1.5%), while exports rose by 1.2%. The rate of unemployment rose again, from 2.8% to 3.3%, reflecting one of the lowest rates of increase for the country as a whole. In line with the Emilia Romagna region as a whole in the year under review, the Province of Rimini saw the progressive deterioration of the main economic indicators. The growth achieved in the first half was followed by a sharp drop in the third quarter, which was further exacerbated in the following months. The overall manufacturing output should decrease by 0.5%, while new orders should decrease by 0.7%. Exports should still be positive (up 1.8%), though much worse than in 2007. Labour market data is available for 2007. After years of constant growth, the size of the workforce (129,000) and the employment rate (65.9%) remained stable, compared with 2006. On the other hand, the unemployment rate deteriorated, and went from 4.2% to 4.5%, and was higher than the average for the region. In 2008, “Federico Fellini” airport posted a contraction in passenger traffic, with passenger arrivals down 13% and departures down 14%. However, in both cases absolute numbers were above 200,000 passengers each. The only growth segment was cargo traffic, as the volume of goods shipped rose by 18%. Despite some difficulties, the 2008 tourist season proved resilient. Total arrivals were up 0.8% on the previous year, thanks mainly to the Italian component (up 1.4%) while the foreign inflow declined by 1.4%. In 2008 total visitors decreased by 0.9%, also in this case due to foreign tourists (down 2.4%) more than to the Italian (down 0.5%). The above trends confirmed a preference for shorter stays, as these fell further, to 5.20 days in 2008, compared with 5.30 days in 2007. The congress and fair sectors slowed down as well. Data in the first half of the year saw an increase in the number of days to 2.9% (a far cry from the 29.5% in the previous year). The number of participants improved as in the same period they totalled 882,000, with a 9.7% increase. In 2008, the Rimini Exhibition Centre had a total of 1,583,000 visitors, showing a 9.8% increase on the preceding year. Concerning the banking system at national level, funding rose by 11.7%, compared with 7.9% in 2007. Growth in this area was driven once again by bonds, which rose by 21.2%, followed, in terms of percentage change, by repurchase agreements (up 10.2%). New loans provided by banks showed a decrease closely related to the recession and the resulting cuts in firms’ investment plans. Loans rose by only 4.9%, which was considerably lower than the 9.8% increase for the previous year. The increase was fuelled mainly by short-term lending (up 6.6%) while medium-to-long term loans rose at a slower pace (up 3.9%). The main risk indicators show that credit quality was good also in 559 2008, as non-performing loans decreased by 2.7% while the ratio of non-performing loans to total loans fell from 1.18% to 1.08%. After experiencing significant pressures, money market rates declined significantly toward the latter part of 2008. In particular, the 3-month Euribor ended at 3.29%, compared with 4.85% at the end of December 2007 (in October 2008 this rate rose to as much as 5.11%). This translated into an increase in the rates of interest extended by Italian banks. The average funding rate went from 2.89% at the end of 2007 to 3.01% in December 2008. In the same period, average lending rates decreased from 6.18% to 6.08%. As regards the local credit market, based on figures available at 30 September 2008, over the past 12 months the number of branches in the province of Rimini rose from 292 to 295. In the same period, in the province deposits rose by 6.0%. This was higher than the comparable increase at national level (4.8%) but the lending rate was higher still (6.5%). Over the past 12 months, non-performing loans rose at a pace lower than the lending rate (5.6%). This underperformed the national trend, which featured a 9.6% decrease in non-performing loans. In terms of concentration, the number of residents per branch fell further, from 1,039 at the close of 2006 to 1,015 at the end of 2007. With reference to Credito Industriale Sammarinese, the Republic of San Marino saw once again the number of residents increase – in line with a pattern that has taken hold over the past few years – as in 2008 these rose by 477 from 30,792 to 31,269 individuals. At December 2008, there were 6,464 firms operating in the Republic of San Marino, reflecting a 6.6% increase on the comparable year-earlier figure. During the year, the extensive review of bank rules and regulations continued in the Republic of San Marino. Law 92 of 17 June 2008 – “Rules on prevention and combating of money laundering and terrorism financing “- was particularly important, as it introduced into San Marino’s legal system rules consistent with the treaties signed by the Republic of San Marino and in line with the recommendations issued by competent international bodies. In particular, the new law instituted the Financial Information Agency (FIA) for the prevention and combating of money laundering and terrorism financing. Subsequently, enabling legislation was enacted to address in particular: - skills, integrity, and independence requirements for the FIA’s directors; - the procedures to close unregulated bearer passbooks; - custody, administration and management of frozen funds; - controls on the cross-border transfer of cash and similar instruments. It should be noted that the review of the San Marino situation with respect to its adaptation to international standards adopted to combat money laundering and terrorism financing, which ended in Strasbourg last December, did not produce the hoped-for outcome. In fact, even though it expressed appreciation for the new rules introduced, Moneyval suspended its judgment until September 2009, in order to check the effectiveness of the new rules. Thus, Moneyval’s considerations precluded the Republic of San Marino’s inclusion in the so-called white list, i.e. the list of non-EU countries that apply rules to combat money laundering and terrorism financing equivalent to those enacted by the EU. This resulted in the immediate position adopted by the Bank of Italy, with its own circular, which showed possible difficulties in the fulfilment of anti-money laundering obligations 560 provided for by Italian law on the part of San Marino’s banking and financial counterparties. In 2008, the Central Bank of the Republic of San Marino continued to enact legislation implementing and supplementing its Law on financial, banking and insurance firms and services (LISF – Legge sulle imprese e sui servizi bancari finanziari e assicurativi). In particular, attention is called to the following: - regulation 2008/01, which came into force on 5 May 2008, governing life insurance operations, and related sub-branches, and applicable to insurance companies headquartered in San Marino; - regulation 2008/02, setting forth the accounting and preparation standards for bank financial statements, providing for the notes and the balance sheet and income statement formats; the new regulation will take effect in financial year 2009 and will standardize the presentation of the financial statements for the San Marino banks, “also to prepare progressively the banking system for the application of the IAS/IFRSs.” - regulation 2008/03, amending Regulation 2007/02 in insurance and reinsurance intermediation, which came into force on 5 December 2008; - regulation 2008/4, which came into force on 1 January 2009, reflecting the first amended version of the Rules on deposit-taking and banking activities. Within the scope of the powers attributed to it, in 2008 the Central Bank of San Marino enacted, in its capacity as Supervisory Authority, circulars and instructions containing general and operational provisions to San Marino’s authorized entities. At 24 November 2008, the issue of instructions on the combating and prevention of money laundering and terrorism financing falls exclusively within the purview of the Financial Information Agency, which became operational on that date. Lastly, attention is called to Recommendation 2009/01, issued by the Central Bank on 30 January 2009, and Instruction 2009/02, issued by the Financial Information Agency on 6 February 2009, due to the importance of the question addressed and the importance of their content for the entire financial system of San Marino. These documents clarified the conduct that San Marino’s authorized entities must follow, in the event that their foreign counterparts request information, to comply with the rules of adequate verification of customers enacted by their national laws, provided that these are equivalent to, or consistent with, San Marino’s laws. FUNDING Total consolidated funding at December 31, 2008, including insurance premiums, amounted to €6,230.79 million, marking a decrease of 1.31% from the previous year (€6,313.37 million). Direct funding, which reflects customers’ deposits (reported, as usual, net of repurchase agreements), securities in issue and liabilities recognized at fair value, rose by an impressive 10.10% on the previous year, settling at €3,726.64 million, compared with €3,384.82 million at 31 December 2007. 561 Indirect funding, which is reported at market value and, as usual, also includes repurchase agreements, fell by 14.49% from the comparable amount in 2007, to €2,504.15 million. LOANS At year-end loans to customers, net of provisions for loan losses, amounted to €3,314.87 million, registering an increase of 4.95% on the previous year (€3,158.56 million). A credit policy inspired by the Parent Company’s typically prudential approach has made it possible to maintain good portfolio quality, despite the constant growth achieved. OPERATING RESULTS For a better discussion of performance, a reclassified income statement has been prepared, as shown at the end of this section. Net interest income, amounting to €120.51 million, rose by 6.33% (€113.34 million at 31 December 2007). This increase was fuelled by the constant and progressive increase experienced by loans and direct deposits as well as by constantly favourable interest rates. Non-interest income, including net commission income (€26.06 million) as well as other operating income and expenses (but only for recoveries/changes of €9.266 million), amounted to €35.72 million, which was slightly up (0.12%) from the comparable amount for the previous year. Income from trading and hedging activities, which includes dividends and similar income and net results of trading, hedging, available-for-sale and fair-value assets and liabilities, amounted to a negative €34.47 million, compared with a negative €4.35 million at 31 December 2007. The financial crisis of 2008 and the large number of defaults resulting from it eroded substantially market confidence in the global banking system. This reverberated onto bond prices, which in 2008 were hit hard both due to the higher risk premium required by bond investors and to the drying up of liquidity in a thinly traded corporate bond market, featuring widening bid-asked spreads and phases of mounting panic. Against this backdrop, and despite its prudent approach to financial management, at December 31, 2008 the fair value of Banca Carim Group’s financial assets fell overall by €34.61million, due mainly to the decrease in value of government bonds – due to the effects of the financial crisis – mutual funds and bonds held in portfolio (including those issued by an insolvent Lehman Brothers). The difficult situation in the financial markets, which resulted in losses in the value of debt securities that were more severe than warranted by the current risk scenarios, led the Group to adopt an internal valuation model, in keeping with the IASB’s guidance, 562 that could be utilized to estimate the fair value of financial instruments in inactive markets, as illustrated specifically in Part A – Accounting Policies in the notes. The positive effects determined by the use of this model, amounting to approximately €25.10 million, will be described more extensively in the section on operating results. Moreover, attention is called to the Group’s good liquidity condition (which continues in 2009) and to the relatively short tenor of the financial instruments in question, which make it possible, at this stage, to wait until they mature. All this to prevent that the decrease in value of the financial assets turn into realized losses, thus using the rising value of these financial instruments to boost profit further in future years. Financial and insurance income, which reflects interest and non-interest income as well as income from trading and hedging activities, fell by 15.83%, to €121.76 million, compared with €144.67 million at 31 December 2007. Administrative expenses, amounting to €83.02 million, rose by 8.21%. Within this item, staff expenses totalled €50.79 million, up 15.97%. However, it should be noted that the Parent Company’s figures at December 31, 2007 were affected by the positive economic effect of €3.00 million determined by the new rules on post-employment benefits applicable starting in 2007 and by the temporary staff increase to handle the start-up of migration into the Parent’s information system. Other administrative expenses stood at €32.23 million, increasing by 2.11%. Operating income stood at €38.74 million, showing a 42.98% decrease from the comparable amount at 31 December 20067(€67.95 million). Amortization and depreciation fell (down 3.31%), to €3.76 million. Net operating income amounted to €34.98 million, showing a 5.39% decrease from the comparable amount at 31 December 2007. Write-downs/write-backs due to impairment, including also write-downs of loans and other financial assets, amounted to €25.47 million, compared with €16.37 million at 31 December 2007 (down 55.61%), representing 2.74% of total loans (2.24% at 31 December 2007). At year-end 2008, total allowance for loan losses, reflecting provisions for losses incurred on loans to customers details of which are provided in Part E – Section 1 (On- and off-balance-sheet exposure to customers) amounted to €93.40 million. Profit before tax from continuing operations amounted to €5.82 million, down 86.85% from the comparable amount in 2007. This was obtained by taking into account provisions, gains or losses on investments, and gains or losses on disposal of investments. Net profit attributable to shareholders of the Parent Company, after tax for the period of €0.70 million and income attributable to non-controlling interests of €0.006 million, amounted to €5.12 million, an 81.25% decrease from €27.30 million at 31 December 2007. 563 2008 RECLASSIFIED CONSOLIDATED INCOME STATEMENT IAS Description 2008 2007 Change % Change 10 Interest and similar income 265,443 215,137 50,306 23..38 20 Interest and similar expense -144,933 -101,800 -43,133 42.37 30 Net interest income (10 + 20) 120,510 113,337 7,173 6.33 40 Commission income 29,363 29,466 -103 -0.35 50 Commission expense -3,300 -3,707 407 -10.98 60 Commission income, net 26,063 25,759 304 1.18 220 a) Other operating income and expense – recoveries/expenses Non-interest income (60 + 220 a) 70 Dividends and similar revenues 80 Trading income (loss), net 90 Gains/Losses on hedging activities 100 Gains (losses) on disposal or repurchase of receivables, financial assets/liabilities 9,661 9,922 -261 -2.63 35,724 35,681 43 0.12 446 803 -357 -44.46 -1,493 -79 -1,414 1.798.97 0 0 0 0.00 848 327 521 159.33 Net result of financial assets and liabilities recognized at fair value -34,272 -5,400 -28,872 534.67 Income from trading and hedging activities (70 + 80 + 90 + 100 + 110) -34,471 -4,349 -30,122 692.62 120 Financial and insurance income (expense): 121,763 144,669 -22,906 -15.83 180 Administrative expenses -83,020 -76,721 -6,299 8.21 - Staff costs -50,791 -43,796 -6,995 15.97 - Other administrative expenses -32,229 -32,925 696 -2.11 110 Operating income 38,743 67,948 -29,205 -42.98 200 Net adjustments/write-backs of property, plant and equipment -2,745 -2,377 -368 15.48 210 Net adjustments/write-backs of intangible assets -470 -496 26 -5.24 Other operating income and charges – amortization and depreciation – other -549 -1,020 471 -46.18 220 b) 130 Amortization and depreciation (200 + 210 + 220b) -3,764 -3,893 129 -3.31 Net operating income 34,979 64,055 -29,076 -45.39 -25,468 -16,367 -9,101 55.61 -24,180 -16,277 -7,903 48.55 -1,288 -90 -1,198 1.331.11 -3,693 -3,526 -167 4.74 Write-down/write-back of: - loans - financial assets 190 Provisions 240 Gains (losses) on investments 0 0 0 0.00 270 Gains (losses) on disposal of investments 1 94 -93 -98.94 280 Profit (loss) before tax from continuing operations 5,819 44,256 -38,437 -86.85 -695 -16,892 16,197 -95.89 5,124 27,364 -22,240 -81.27 290 Income tax for the period on continuing operations 300 Net profit (loss) from continuing operations 310 Net profit (loss) from assets included in disposal groups 320 Net profit (loss) for the period 330 Net profit (loss) attributable to non-controlling interests 340 Net profit (loss) attributable to shareholders of the Parent Company Captions including different items Reclassified items 564 0 0 0 0.00 5,124 27,364 -22,240 -81.27 -6 -62 56 -90.32 5,118 27,302 -22,184 -81.25 EQUITY At 31 December 2008 consolidated equity amounted to €406.69 million, inclusive of net profit of €5.12 million attributable to shareholders of the Parent Company. As to circular 262 issued by the Bank of Italy on 22 December 2005 providing instructions on consolidated financial statements, the equity and net profit of the parent company are reconciled with consolidated equity and net profit. Statement of reconciliation between equity and net profit for the period of the Parent Company and the corresponding amounts in the consolidated financial statements Equity Net profit for the period Equity Net profit for the period 31 December 31 December 31 December 31 December 2008 2008 2007 2007 Share capital Share premium reserve Reserves Revaluation reserves Net profit for the period Total Banca Carim – Cassa di Risparmio di Rimini S.p.A. 117,498 41,637 166,351 52,636 378,122 Revaluation reserves attributable to other Group companies Other reserves attributable to other Group companies Net results of companies consolidated on a lineby-line basis Elimination of intercompany dividends Total Group companies consolidated on a lineby-line basis 8,339 8,339 117,498 41,608 161,578 56,514 377,198 2,842 2,809 20,605 14,801 6,721 -9,936 Total Banca Carim – Cassa di Risparmio di Rimini S.p.A. Group (inclusive of noncontrolling interests) Consolidated equity of Banca Carim – Cassa di Risparmio di Rimini S.p.A. Group Share capital Share premium reserve Reserves Revaluation reserves Equity attributable to non-controlling interests Net profit for the period Consolidated equity and profit Equity and profit attributable to non-controlling interests Equity and profit attributable to shareholders of the Parent Company 20,191 7,172 23,447 -3,215 17,610 7,172 401,569 5,124 394,808 27,363 117,498 41,637 186,956 55,479 1,311 565 20,191 402,881 5,124 5,124 1,311 401,570 117,498 41,608 175,074 59,323 1,305 394,808 27,363 27,363 6 1,305 61 5,118 393,503 27,302 TREASURY SHARES At the reporting date the Bank did not own treasury shares. During the year the parent company, Banca Carim, bought back 145,902 shares with a total value of €2.80 million from shareholders. The same shares were then sold for a price of €2.83 million. The Parent Company has over 7,600 shareholders. CASH FLOW STATEMENT In accordance with current rules and regulations, together with the balance sheet and income statement, a cash flow statement is provided, as resulting from the application of the direct method, for both the current and the past fiscal year. HUMAN RESOURCES AND DISTRIBUTION STRUCTURE During 2008 personnel training activities were intensified, in keeping with the approach developed in previous years, though with a stronger focus on the commercial aspects and the important regulatory changes introduced both in Italy and the Republic of San Marino. At 31 December 2008, the Group’s average headcount was 826, an increase of 41 employees from the comparable 2007 figure. The distribution structure consists of 115 branches. Of these, 110 belong to Banca Carim, the Parent Company, and are located in the regions of Emilia Romagna, Marche, Abruzzo, Molise, Umbria and Lazio, with a high concentration in the province of Rimini. Credito Industriale Sammarinese has 4 branches and they are all located in the Republic of San Marino. SUBSEQUENT EVENTS The international financial crisis has had significant repercussions on the EU economies. The situation is still uncertain and the negative economic conditions will continue throughout 2009, with a feeble recovery expected to take hold in 2010. The effects of this situation in the early months of the current year are reverberating on companies, which have to cope with a significant decline in industrial output and consumer spending. In order to meet this challenge and adequately respond to its customers’ requirements, the Parent Company, Banca Carim, has implemented several actions – including the extension of credit lines – to support the small and medium companies that operate in the various industries in the province of Rimini. These actions have been extended also to households. 566 OUTLOOK The progressive deterioration of the crisis in domestic and international financial markets is inevitably dragging down the real economy, thus triggering a recession. According to the latest surveys, the widespread slowdown of the principal economies will continue into the following year. The Parent Company’s operations will continue to be conducted in accordance with the guidelines set out in the 2007-2009 strategic plan approved by the Parent Company, that is through the growth of loans and deposits, the constant search for greater efficiency and further cost containment. Special and constant attention will be paid – especially at such times as this - to all customers’ needs through direct contact, which will translate into greater satisfaction and confidence. The Bank’s geographical expansion will continue also in 2009, with the opening of new branches in accordance with the Parent Company’s plans. These plans call for the opening of approximately twenty new branches in the next two years. Growth will continue to be pursued in keeping with the mission and the guidelines adopted so far, with the development of a firmer presence in existing markets. As in past years, the key objective will include active staff management, focusing on the development of training programmes, especially more marketing-oriented ones. As to the lending business, in an environment such as the current one, which is expected to deteriorate, special and constant attention will be paid to risk assessment and monitoring, also through counterparty diversification. Emphasis will be placed also on retail customers (individuals, households and small and medium companies). With respect to Credito Industriale Sammarinese S.p.A., a three-year development plan has been adopted. This and favourable economic conditions, marked by growth in the different areas of activity, enabled this subsidiary to deliver 2008 results in line with expectations. Lastly, with respect to CORIT – Riscossioni Locali S.p.A., which engages in local tax collection, the primary goal for the next few years will be to become a major player in bringing together, and meeting, the needs of both local tax authorities and taxpayers. This goal will be achieved also thanks to the use of innovative services implemented to fulfil the specific requirements of local authorities, exploring and developing also through specific synergies with other companies, new businesses, in order to differentiate services in qualitative terms, thus expanding opportunities in such a traditional business as tax collection. The availability of new services, together with the ability to manage tax collection, will enable the company to grow in its geographic market. Rimini, 30 March 2009 Board of Directors 567 568 CONSOLIDATED FINANCIAL STATEMENTS ________________________________________________________________________________________________ CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________ CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2008 ________________________________________________________________________________________________________________________ CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2008 31 31 December December 2008 2007 ASSETS 10. CASH AND CASH EQUIVALENTS 132,815 35,204 5,949 1,029 772,746 544,929 31,629 32,578 289,953 333,452 3,314,870 3,158,562 139,803 135,629 72,608 72,673 71,672 71,672 140. TAX ASSETS 19,641 21,092 A) CURRENT 2,343 6,715 B) DEFERRED 17,298 14,377 160. OTHER ASSETS 260,614 119,534 TOTAL ASSETS 5,040,628 4,454,682 20. FINANCIAL ASSETS HELD FOR TRADING 30. FINANCIAL ASSETS RECOGNIZED AT FAIR VALUE 40. AVAILABLE-FOR-SALE FINANCIAL ASSETS 60. LOANS AND ADVANCES TO BANKS 70. LOANS AND ADVANCES TO CUSTOMERS 120. PROPERTY, PLANT AND EQUIPMENT 130. INTANGIBLE ASSETS OF WHICH: GOODWILL 573 31 31 December December 2008 2007 LIABILITIES AND EQUITY 10. BANKS’ DEPOSITS 44,181 91,473 20. CUSTOMERS’ DEPOSITS 2,403,791 2,249,294 30. SECURITIES ISSUED 1,555,730 1,232,725 10,906 9,017 239,711 230,902 30,759 39,178 40. FINANCIAL LIABILITIES HELD FOR TRADING 50. FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE 80. TAX LIABILITIES A) CURRENT 131 B) DEFERRED 30,628 39,178 315,616 148,398 6,741 8,173 25,194 23,412 8,106 8,645 17,088 14,767 55,478 59,323 186,957 175,074 41,637 41,608 117,498 117,498 210. NON-CONTROLLING INTERESTS 1,311 1,305 220. NET PROFIT (LOSS) FOR THE PERIOD 5,118 27,302 5,040,628 4,454,682 100. OTHER LIABILITIES 110. EMPLOYEE TERMINATION BENEFITS 120. PROVISIONS A) PENSION FUNDS AND SIMILAR COMMITMENTS B) OTHER 140. REVALUATION RESERVE 170. RESERVES 180. SHARE PREMIUM RESERVE 190. SHARE CAPITAL TOTAL LIABILITIES AND EQUITY 574 CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________ CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 ________________________________________________________________________________________________________________________ 576 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 31 31 December December 2008 2007 DESCRIPTION 10. INTEREST AND SIMILAR INCOME 265,443 215,137 20. INTEREST AND SIMILAR EXPENSE -144,933 -101,800 120,510 113,337 29,363 29,466 30. NET INTEREST INCOME 40. COMMISSION INCOME 50. COMMISSION EXPENSE 60. COMMISSION INCOME, NET 70. DIVIDENDS AND SIMILAR INCOME 80. TRADING INCOME, NET -3300 -3,707 26,063 25,759 446 803 -1,493 -79 848 327 848 327 110. NET RESULT OF FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE -34,271 -5,400 120. TOTAL INCOME 112,102 134,747 130. NET IMPAIRMENT/WRITE-BACKS OF: -25,468 -16,367 -24,180 -16,277 100. GAINS (LOSSES) ON SALES OR REPURCHASES OF: A) LOANS B) AVAILABLE-FOR-SALE FINANCIAL ASSETS C) HELD-TO-MATURITY FINANCIAL ASSETS D) FINANCIAL LIABILITIES A) LOANS B) AVAILABLE-FOR-SALE FINANCIAL ASSETS C) HELD-TO-MATURITY FINANCIAL ASSETS -1,288 -90 140. INCOME (LOSS) FROM BANKING OPERATIONS D) OTHER FINANCIAL TRANSACTIONS 86,634 118,380 170. INCOME FROM BANKING AND INSURANCE OPERATIONS, NET 86,634 118,380 180. ADMINISTRATIVE EXPENSES: -83,020 -76,721 A) STAFF COSTS -50,791 -43,796 B) OTHER ADMINISTRATIVE EXPENSES -32,229 -32,925 190. PROVISIONS -3,693 -3,526 200. NET ADJUSTMENTS/WRITE-BACKS OF PROPERTY, PLANT AND EQUIPMENT -2,745 -2,377 210. NET ADJUSTMENTS/WRITE-BACKS OF INTANGIBLE ASSETS 220. OTHER OPERATING INCOME/COSTS 230. OPERATING COSTS -470 -496 9,112 8,902 -80,816 -74,218 1 94 5,819 44,256 240. GAINS (LOSSES) ON INVESTMENTS 270. GAINS (LOSSES) ON SALE OF INVESTMENTS 280. PROFIT(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 290. INCOME TAX ON CONTINUING OPERATIONS -695 -16,892 300. NET PROFIT(LOSS) FROM CONTINUING OPERATIONS 5,124 27,364 320. NET PROFIT(LOSS) FOR THE PERIOD 5,124 27,364 330. NET PROFIT (LOSS) ATTRIBUTABLE TO MINORITY INTERESTS 340. NET PROFIT (LOSS) ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT COMPANY 577 -6 -62 5,118 27,302 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY AT 31 DECEMBER 2007 Share capital a) ordinary shares 117,498 117,498 117,498 117,498 117,498 117,498 41,594 41,594 Noncontrolling interests Equity at 31 December 2007 Group Noncontrolling interests Group Stock options Derivatives on own shares Changes in equity instruments Share buybacks Noncontrolling interests Extraordinary distribution of dividends Group Noncontrolling interests Issue of new shares Transactions involving equity items Net profit (loss) for the period ended 31 December 2007 Changes during the year Group Change in reserves Noncontrolling interests Group Dividends and other allocations Group Noncontrolling interests Reserves Balance at 1 January 2007 Noncontrolling interests Group Changes in opening balances Noncontrolling interests Group Balance at 31 December 2006 Allocation net profit for preceding period b) other shares Share premium reserve Reserves: a) retained earnings 1,256 -1,242 41,608 163,358 768 163,358 768 12,782 8 -1,118 52 468 175,074 1,244 163,358 768 163,358 768 12,782 8 -1,118 52 468 175,074 1,244 b) other Revaluation reserves: 52,579 52,579 6,744 59,323 6,918 6,918 2,620 9,538 c) other (details to be provided) 45,661 45,661 4,124 49,785 of which - revaluation of properties on FTA 45,661 45,661 4,124 49,785 a) available for sale b) cash flow hedges Equity instruments Treasury shares Net profit (loss) for the period Equity 24,532 8 24,532 8 -12,782 -8 -11,750 399,561 776 399,561 776 0 0 -11,750 The change in “Issue of new shares” was due to the sale of shares previously bought back 578 5,626 1,308 468 -1,242 27,302 61 27,302 61 27,302 61 420,805 1,305 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY AT 31 DECEMBER 2008 117,498 117,498 41,608 41,608 Noncontrolling interests Group Equity at 31 December 2008 Noncontrolling interests Group Stock options Derivatives on own shares Changes in equity instruments Share buybacks Noncontrolling interests Extraordinary distribution of dividends Group Issue of new shares Noncontrolling interests Group Change in reserves Noncontrolling interests Group Dividends and other allocations Noncontrolling interests Group Reserves Balance at 1 January 2008 117,498 117,498 Noncontrolling interests Group Changes in opening balances Noncontrolling interests Balance at 31 December 2007 Group Share capital a) ordinary shares Transactions involving equity items Net profit (loss) for the period ended 31 December 2008 Changes during the year Allocation net profit for preceding period 117,498 117,498 b) other shares Share premium reserve Reserves: a) retained earnings b) other Revaluation reserves: a) available for sale 2,833 -2,804 41,637 175,074 1,244 -2,494 172,580 1,244 14,376 61 186,956 1,305 175,074 1,244 -2,494 172,580 1,244 14,376 61 186,956 1,305 59,323 59,323 -3,844 55,479 9,538 9,538 -3,928 5,610 49,785 49,785 84 49,869 49,785 49,785 84 49,869 b) cash flow hedges c) other (details to be provided) of which - revaluation of properties on FTA Equity instruments Treasury shares Net profit (loss) for the period Equity 27,302 61 420,805 1,305 -2,494 27,302 61 418,311 1,305 -14,376 -61 -12,926 -12,926 -3,844 2,833 -2,804 5,118 6 5,118 6 5,118 6 406,688 1,311 The change in the opening balances was due to an adjustment to reserves – in accordance with IAS 8 - resulting from the correction of an error occurred before 2008, which is described in detail in part A – Accounting Policies Section 17 – Other Information. The change in “Issue of new shares” was due to the sale of shares previously bought back 579 CONSOLIDATED CASH FLOW STATEMENT DIRECT METHOD Amount A. OPERATING ACTIVITIES 2008 1. Banking operations - interest income received (+) - interest expense paid (-) - dividends and similar revenues (+) - commissions, net (+/-) - staff costs (-) - other costs (-) - other revenues (+) - taxes (-) 2. Cash generated by/used for financial assets - financial assets held for trading - financial assets recognized at fair value - available-for-sale financial assets - loans and advances to customers - loans and advances to banks - other assets 3. Cash generated by/used for financial liabilities - banks’ deposits - customers’ deposits - securities issued - financial liabilities held for trading - financial liabilities recognized at fair value - other liabilities Cash flow from (for) operating activities B. INVESTMENT ACTIVITIES 1. Cash generated by - sales of investments - dividends from investments - sales/repayment of held-to-maturity financial assets - sales of property, plant and equipment - sales of intangible assets - sales of subsidiaries and assets 2. Cash used for - purchase of investments - purchase of held-to-maturity financial assets - purchases of property, plant and equipment - purchases of intangible assets - purchases of subsidiaries and assets Cash flow from (for) investment activities C. FINANCING ACTIVITIES - issues/purchases of own shares - issues/purchases of equity instruments - dividends and other distributions Cash flow from (for) financing activities INCREASE/DECREASE IN CASH FOR THE PERIOD KEY: (+) generated (-) used 580 2007 60,466 255,884 -135,619 446 21,644 -47,288 -35,783 7,815 -6,633 -754,255 -381,167 -6,786 -182,789 -43,216 -140,297 809,373 -5,272 196,740 442,478 1,928 8,809 164,690 115,584 53,227 211,670 -90,332 803 20,477 -43,482 -39,860 13,346 -19,395 -361,456 30 -65,221 -52 -175,486 -120,674 -53 329,881 -22,336 256,878 99,202 1,004 -4,867 21,652 1,577 1,577 -5,049 -10,274 -2,100 -4,646 -403 -7,241 -933 -5,049 -12,924 -8,697 -11,282 468 -12,924 -12,924 97,611 -11,750 -11,282 1,673 RECONCILIATION Description Amount 2008 Cash and cash equivalents – opening balance Cash inflow/outflow for the period Cash and cash equivalents: effects of changes in exchange rates Cash and cash equivalent – closing balance 581 2007 35,204 97,611 33,531 1,673 132,815 35,204 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PART A – ACCOUNTING POLICIES PART B – NOTES TO THE CONSOLIDATED BALANCE SHEET PART C – NOTES TO THE CONSOLIDATED INCOME STATEMENT PART D – SEGMENT REPORTING PART E – INFORMATION ON RISKS AND THE RELEVANT HEDGING POLICIES PART F – INFORMATION ON CONSOLIDATED EQUITY PART G – BUSINESS COMBINATIONS INVOLVING COMPANIES OR BUSINESS UNITS PART H – RELATED-PARTY TRANSACTIONS PART I – SHARE-BASED PAYMENTS 584 PART A – ACCOUNTING POLICIES _______________________________________________________________________________________________________________ 585 NOTES PART A - ACCOUNTING POLICIES A.1 – GENERAL INFORMATION Section 1 – Statement of compliance with IAS/IFRS Section 2 - Basis of preparation Section 3 - Basis and method of consolidation Section 4 – Subsequent events Section 5 – Other aspects A.2 – NOTES TO THE MAIN FINANCIAL STATEMENT ITEMS 1 – Financial assets held for trading 2 – Available-for-sale financial assets 3 – Held-to-maturity financial assets 4 – Loans 5 – Financial assets recognized at fair value 6 – Hedging transactions 7 – Investments 8 – Property, plant and equipment 9 – Intangible assets 10 – Non-current assets held for sale 11 – Current and deferred taxes 12 – Provisions 13 – Deposits and securities issued 14 – Financial liabilities held for trading 15 – Financial liabilities recognized at fair value 16 – Foreign exchange transactions 17 – Other information 587 A.1 – GENERAL INFORMATION 588 Section 1 – Statement of compliance with IAS/IFRS The consolidated financial statements at and for the year ended 31 December 2008 have been prepared in accordance with the international financial reporting standards (IAS/IFRS), issued by the International Accounting Standards Board (IASB), and the relevant interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Commission by Regulation (EC) no. 1606 dated 19 July 2002. The annual accounts have been prepared by applying the standards in force at the reporting date (including the interpretation documents known as SIC and IFRIC). Section 2 – Basis of preparation The consolidated financial statements consist of the balance sheet, income statement, statement of changes in equity, cash flow statement, notes and are accompanied by a report on operations. The formats of the different schedules shown in the relevant section are consistent with circular no. 262 dated 22 December 2005 issued by the Bank of Italy, titled “The financial statements of banks: formats and compilation instructions”. According to the regulations in force, financial statements have been prepared in Euros, without decimals. The tables in the notes are in thousands of Euros. To this effect, items and “of which” sub-items have been rounded to the nearest unit. The algebraic sum of the rounding differences has been added to “Other assets/liabilities”, for the balance sheet, and to “Extraordinary income/expense”, for the income statement. Any breakdown between euro and foreign currencies, where required and as shown in the notes to the financial statements, refers to differences between the currency of the countries of the European Union and other currencies. The financial statements have been prepared in accordance with the matching principle. Assets and liabilities, costs and revenues are offset only where required or allowed by a standard or one of its interpretations. Application of the going-concern principle Pursuant to a cooperation agreement reached on the application of IAS/IFRSs, the Bank of Italy, Consob (Italy’s financial market regulator) and Isvap (Italy’s insurance regulator) published jointly Document no. 2 of February 6, 2009, whereby they require, among other things, financial statements for the year ended December 31, 2008 to address specifically the ability of the reporting company to operate as a going concern. According to these regulators, companies have to give indications on their viability for the foreseeable future, with such foreseeable future covering, according to IAS 1, at least 12 months from the balance sheet date. Against this backdrop, the financial statements of the companies of the Banca Carim Group were prepared on the assumption that such companies are going concerns as, based on the available information analyzed in light of the economic context in which they operate, there is no financial, profitability or operational indicator that might cast doubt on such assumption. The substantial equity base of the Group companies, past and current positive results, easy access to the financial resources necessary to carry on their business – including in the current economic and financial crisis – are evidence of the solid ground on which the going concern assumption rests. Concerning equity, part F of the Notes (Information on consolidated equity) and a specific reference in the report on operations confirm that also the financial year under review, in keeping with the past, showed capital requirements in line with regulations, as summarized below: 589 2005 2006 2007 2008 Tier 1 capital 245.5 263.8 277.2 273.8 Regulatory capital 292.1 358.5 377.9 374.5 Total prudential requirements 260.4 272.5 290.6 293.0 3,255.4 3,405.6 3,631.9 3,662.9 7.54 7.74 7.58 7.47 8.97 10.53 10.40 10.22 In millions of euros Risk-weighted assets Tier 1 capital ---------------------------------------Risk-weighted assets Regulatory capital ---------------------------------------Risk-weighted assets To support the above statement, the profit attributable to shareholders of the Parent Company since 2005 (first year of consolidation) is shown: Millions of euros Profit attributable to shareholders of Parent Company 2005 2006 2007 2008 28.05 24.53 27.3 5.12 Further confirmation of the validity of the going-concern assumption comes from possible future benefits that will result from the reversal of the write-down of the financial instruments held, especially by the Parent Company, as described specifically in Part C – Section 7 “Net result of financial assets and liabilities recognized at fair value – Caption 110”. Section 3 – Basis and method of consolidation The consolidated financial statements comprise the situation of the Parent Company, Banca Carim - Cassa di Risparmio di Rimini S.p.A., and that of its direct and indirect subsidiaries. The table below shows the companies that have been fully consolidated following the adoption of IAS/IFRS: Company name Registered office Type of relations hip (1) Equity interest Holding company % held Available votes % 60% 100% 60% 100% A. Companies A1 Fully consolidated 1. Corit – Riscossioni Locali S.p.A. Rimini 2. Credito Industriale Sammarinese S.p.A. San Marino A2 Consolidated proportionately 1 1 Banca Carim S.p.A. Banca Carim S.p.A. (1) Type of relationship 1 = Majority of voting shares Subsidiaries are fully consolidated. There is only one associated company (20% held) – E.G.I., European & Global Investments Ltd – whose shares are held as “available for sale”. 590 Full consolidation Full consolidation, or consolidation “on a line-by-line basis”, involves the addition of each item of the balance sheet and the income statement of the subsidiaries. Following the creation of a separate caption for minority interests, so as to attribute to them the relevant share of equity and net income, the amount of the investment carried by the parent company is eliminated against the corresponding portion of the subsidiary’s equity. Any positive difference – after allocations to the assets and liabilities of the subsidiary – is reported as goodwill when the accounts are first consolidated. Negative differences are recognized in profit and loss. Assets, liabilities, income and costs arising from transactions among consolidated companies are eliminated. The financial statements of the Parent Company and those of the consolidated companies have the same reporting date. Section 4 – Subsequent events The €250 million Eurobond issued by the Parent company in 2004 matured on March 12, 2009. Repayment was made in full, without any refinancing, which reflected the Parent Company’s financial strength and its ability to manage effectively its cash despite significant capital market tensions. In a special meeting held on March 6, 2009, the shareholders of CORIT – Riscossioni Locali S.p.A. – in keeping with article 32 of Law Decree no. 185 of November 29, 2009, which was converted into Law no. 2 of January 28, 2009 – approved the issue of 13,240 new shares to be offered at par to the current shareholders, in proportion to their existing holdings, with proceeds to be used to raise the share capital from €3,120,000 to €10,004,800. Following the placement of the new shares, Banca Carim still owns 60% of the Company, as represented by 11,544 shares with a par value of €520.00 each, for a total nominal amount of €6,002,880. Section 5 – Other aspects Determination of fair value for financial assets – General principles IAS/IFRSs require changes in the fair value of financial assets designated as FVTPL (Fair value Trough Profit or Loss) and AFS (Available for sale) to be recognized through the income statement and equity, respectively. There is no doubt that prices quoted in an active market, that is a market where prices reflect the outcome of transactions conducted at arm’s length, are the best indication of fair value. In fact, quoted prices provide a proper measure to value financial instruments (mark-to-market Approach). Thus, it is paramount to determine when a market is considered active, especially in a situation such as the current one, where market prices do not reflect the real value of a quoted firm or financial instrument. IAS/IFRSs, especially the guidelines issued on October 31, 2008 by the IASB, provide certain measures to be used for that purpose, such as volumes and levels of trading activities, availability of prices and whether they are current, changes in credit spreads relative to risk, excessive price volatility, etc. In the absence of an active market, the fair value of financial instruments is determined by using valuation techniques designed to determine the price at which the financial instruments would be sold, on the valuation date, in a transaction driven solely by commercial considerations. Such techniques include: • Reference to indirectly-related market values as observed in products with similar characteristics (so-called comparable approach); 591 • Valuations based, including only in part, on non-market observable inputs, where use is made of estimates and assumptions (so-called “mark-to-model” approach). The choice of methodology to be adopted is not arbitrary, as these techniques are ranked according to a specific order of importance. In other words, if quoted prices are available in an active market the use of the alternative techniques is not permitted. Accordingly, to determine the fair value of its investments in bonds quoted in inactive financial markets issued by: - Banks – subordinated bonds; - Italian banks; - US banks; - Foreign banks (non-US.); - Industrial firms; - Financial firms; Banca Carim used a specific valuation model created in cooperation with a primary financial analysis firm. Market inactivity was evaluated for each financial instrument by considering the changes in the relevant bid-ask spread, over a given period of time, and the standard deviation of the asset swap spread for the financial instrument. For the market of a financial instrument to be considered inactive, the following must occur: - the ratio of the bid-ask spread at the valuation date to the average bid-ask spread for a period where the market was considered active (first half of 2007) is greater than 1.5, a threshold regarded as marking a turning point from an active to an inactive market. Alternatively: - the ratio of the standard deviation of the asset swap spread at the valuation date to the average of the standard deviations of the asset swap spreads for a period where the market was considered active (first half of 2007) is greater than 15, a threshold regarded as marking a turning point from an active to an inactive market. The thresholds of both the bid-ask spread (1.5) and the standard deviation of the asset swap spread (15) used for each financial instrument - to determine the point at which the relevant market becomes inactive – were defined by using the time series of such ratios, identifying the relevant “normality” conditions. Specifically: - to define the threshold for the first ratio, the distribution of the average bid-ask ratios of all the financial instruments examined was calculated for the first month of 2007 and the first half of 2007, to determine the relevant dispersion in an active market. The analysis showed that this ratio was lower than or equal to 1.5 for 90% of the financial instruments reviewed. - to define the threshold for the standard deviation of the asset swap spread for all the financial instruments examined, the distribution of the standard deviations was calculated for the first and the second half of 2007, to determine the relevant dispersion in an active market. The analysis showed that this ratio was lower than or equal to 15 for 90% of the financial instruments reviewed Subsequently, for such instruments as were traded in inactive markets – as determined in accordance with the above – daily changes in the bid and ask prices were analyzed in the forty business days preceding the valuation date (inclusive) for three market operators. When a bid or ask price was unchanged for at least four non-consecutive days and in the period considered there were at least eight such occurrences (the lack of change refers to either bid or ask prices and is calculated by excluding always the first day), the market of the financial instrument was considered inactive. The materialization of such conditions in the prices quoted by all the three 592 operators under observation constitutes ground to consider inactive the market for that financial instrument (application of the valuation model instead of market price). If the above conditions materialize only with respect to two market operators, the average bid-ask spread is calculated with respect to the other operator and that financial instrument, for the month related to the valuation date (always end of month). Only if the average is equal to or greater than 60 basis points is the market for that specific financial instrument considered inactive (application of the valuation model instead of market price). In all the other cases the financial instrument is valued in accordance with the model. The valuation model used to measure financial instruments in the presence of inactive markets is described in paragraph 5 of the accounting policies – Financial assets recognized at fair value. Reclassification of financial assets (Amendments to IAS 39) On October 13, 2008 the IASB approved an amendment to IAS 39 and IFRS 7, which was adopted as a matter of urgency by the European Commission on October 15, 2008 with Regulation 1004/2008. Under this amendment, in the presence of given conditions, an entity is permitted to reclassify financial instruments recognized initially as held for trading to the category of “Available-for-sale financial assets”. Before such amendment, reclassifications were allowed only between “Availablefor-sale financial assets” and “Held-to-maturity financial assets”. Based on paragraphs 50D and 50E of the new version of IAS 39, the following may be reclassified: - financial instruments, other than derivatives, previously classified as held for trading. On the other hand, following the adoption of the so-called fair value option, financial assets recognized at fair value cannot be reclassified. The new category is “Loans and receivables”. To be eligible for reclassification, financial instruments must fulfil the requirements for recognition as “Loans and receivables” on the transfer date. Moreover, the entity has to have the intention and the ability to hold the financial instrument for the foreseeable future or until maturity; - non-derivative financial instruments classified as available for sale may be reclassified to “Loans and receivables” if, on the reclassification date, they qualified as “Loans and receivables” and the entity had the intention and the ability to hold them for the foreseeable future or until maturity Any other non-derivative debt or equity instrument may be reclassified out of “Held-for-trading financial assets” to “Available-for-sale financial assets” or out of “Held-for-trading financial assets” to “Held-to-maturity financial assets” (only debt securities) if such instruments are no longer held for trading in the short term. However, according to paragraph 50B, this is permitted only in rare circumstances. In a press release of October 13, 2008, the IASB indicated that it considered the deterioration of the global financial markets in the third quarter of 2008 an example of “rare circumstance”. A reclassified financial asset is recognized in the new category (“Loans and receivables”, “Financial assets held to maturity”, “Available-for-sale financial assets”) at its fair value on the date of reclassification, which represents its new cost or amortized cost. However, it is expressly provided that, for reclassifications approved before November 1, 2008, the financial instrument be recognized in the new category at its fair value at July 1, 2008. For all the reclassifications approved after November 1, 2008, the reclassified financial instruments are recognized in the new category at their fair value at the date of reclassification approval. Once they are transferred, the financial instruments are valued and recognized in accordance with the rules for the new category, save as otherwise specified below. Thus, for financial assets recognized at amortized cost, the effective rate of return to be used from the reclassification date should be calculated. For reclassified assets, any subsequent positive change in expected cash flows is a factor in determining the effective interest rate at the date of change in the expected cash flow. Such change will be recognized along the term to maturity of the instrument instead of through profit or loss, as is the case instead with assets that are not reclassified. 593 On the other hand, any decrease in expected cash flow at the date of reclassification will be treated in accordance with previous rules, that is if such decreases reflect a loss in value they will be recognized through profit or loss. Gains and losses on available-for-sale financial assets with a pre-established maturity date, recognized previously through equity, are released along the term to maturity of the relevant financial assets, in accordance with the amortized cost principle. On the other hand, if the financial instrument does not have a pre-established maturity date (e.g. perpetuities), the attendant gains and losses will not be released from the revaluation reserve until sale or repayment. As it availed itself of the fair value option, and recognized its financial instruments at their fair value, the Group could not implement the above changes. Uncertainties on the use of estimates in preparing the financial statements for the period The application of certain accounting standards involves significant judgment on the basis of estimates and assumptions that show a degree of uncertainty when they are made. The assumptions adopted for these financial statements are deemed appropriate and, consequently, they provide a true and fair view of the financial conditions, operating results and cash flows for the year. In order to make reliable estimates and assumptions, reference was made to historical experience, as well as to other factors considered reasonable for the situation at hand, in light of all the available information. However, it cannot be ruled out that changes in such estimates and assumptions might determine significant effects on the financial condition and operating results, as well as on the contingent assets and liabilities disclosed in the financial statements, in the presence of any change in previous judgments. In particular, management had to resort to subjective measurements in the following cases: - in determining the fair value of financial assets when such determination could not be made by observing active markets. The subjective factors include the selection of the valuation models or the inputs that might be non-market observable; - in quantifying provisions and post-employment benefits, due to the uncertainty of amounts, time and the actuarial assumptions used; - in estimating the recoverability of deferred tax assets. These cases are mentioned to provide the user with a better understanding of the main areas of uncertainty, and are in no way intended to suggest that alternative assumptions might be appropriate. In addition, estimates are made on the assumption that the Company is a going concern, as no risk has been identified which might disrupt the orderly functioning of its operations. Risk disclosures, especially that on liquidity risk, are provided in Part E – Information on risks and the relevant hedging policies. 594 A.2 NOTES TO THE MAIN FINANCIAL STATEMENT ITEMS Below the accounting policies applied to the main financial statement items are discussed. Such accounting policies have been adopted to prepare the financial statements in accordance with the instructions of the Bank of Italy issued by circular no. 262 dated 22 December 2005. 1 – FINANCIAL ASSETS HELD FOR TRADING a) Recognition Financial assets are recognized initially on the settlement date, in the case of securities, and on the signing date, in the case of derivative contracts. Financial assets are recognized at fair value, without considering transaction income or costs associated with the financial instrument. b) Classification Trading financial assets include financial instruments held with the objective of generating, in the short run, profits arising from changes in prices. c) Measurement Subsequently, financial assets held for trading are measured at fair value, except unlisted equity instruments which, in the event that their fair value cannot be measured, are carried at cost. The fair value of instruments listed on active markets is determined on the basis of the market prices prevailing on the last day of the period. In the absence of an active market, use is made of estimate and valuation models based on the market price of comparable instruments, on future cash flows or on the prices for recent comparable transactions. The fair value hierarchy and the valuation models used to measure financial instruments are described in section 5 of the accounting policies – Financial assets recognized at fair value. d) Derecognition Financial assets are derecognized when cash flow rights associated with them expire or when they are sold, thereby transferring also all the relevant risks and benefits. e) Recognition of gains and losses Gains and losses on the sale or repayment of financial instruments held for trading, as well as unrealized gains and losses resulting from changes in fair value, are recognized through profit or loss and shown in the net result of trading activities. 2 – AVAILABLE-FOR-SALE FINANCIAL ASSETS a) Recognition Available-for-sale financial assets are recognized initially on the settlement date, in the case of securities, and on the disbursement date, in the case of loans. Available-for-sale financial assets are initially recognized at fair value, which usually reflects the amount disbursed/paid inclusive of costs and revenues that are directly attributable. b) Classification Available-for-sale financial assets include financial assets other than derivatives and those classified as loans, financial assets held for trading or held to maturity. This item includes also equity instruments not held for trading and that do not create any subsidiary, associate or jointventure relationship. Available-for-sale financial assets include a capitalisation contract entered into with an insurance company. 595 c) Measurement Available-for-sale financial assets are measured at their fair value, except for such equity instruments as are not quoted in an active market and which are reported at cost, in the event that their fair value cannot be determined in a reliable manner. The fair value of instruments traded in an active market is determined by reference to the prices prevailing on the last trading day. In the absence of an active market, use is made of estimate methods based on the prices for recent transactions involving comparable quoted instruments or by discounting their future cash flows, taking into account all risk factors related to such instruments on the basis of market observed data. The fair value hierarchy and the valuation models used to measure financial instruments are described in section 5 of the accounting policies – Financial assets recognized at fair value. Equity instruments that are not listed on active markets, in case that their fair value can be reliably recognized, are reported at cost. d) Derecognition Financial assets are derecognized when the contractual rights on the cash flows arising therefrom expire, or when a financial asset is sold, transferring all the risks and benefits associated to it. At each reporting date, a financial instrument is checked for impairment, taking into account the following: a) Concerning debt instruments, information considered paramount for determining any impairment includes the following: - existence of significant difficulties experienced by the issuer, as attested by defaults or lack of payments of interest or principal; - likely initiation of a bankruptcy procedure; - disappearance of an active market for the financial instruments; - deterioration of economic conditions affecting the issuer’s cash flows; - downgrading of issuer’s rating, in the case of rated bonds, when accompanied by negative news on the issuer’s financial conditions. In the case of bonds, consideration is given to the availability of specialized sources or information by news info-providers (such as Bloomberg, Reuters), which can give more accurate reports on the issuer’s deterioration. In the absence of such elements, reference is made to the quoted prices of instruments similar to those examined, in terms of both bond characteristics and issuer’s creditworthiness. b) Concerning equity instruments, information considered paramount for determining any impairment includes, in addition to the above, a. changes in the technological, market, economic and legal environment in which the issuing company operates; b. a significant and/or lasting decrease in the fair value of an equity instrument below its cost can be considered evidence of impairment. More specifically, the factors listed below are considered indicative of the need to recognize impairment: - Fair value of the instrument over 30% lower than the amount initially recognized; or - Fair value of the instrument lower than its carrying value for more than 12 months. Concerning investments in equity instruments, the need to recognize impairment is determined by the existence of one or more of the following conditions: - the Fair value of the investment is significantly lower than cost or otherwise significantly lower than the fair value of comparable companies in the same sector; 596 - the company’s management is deemed inadequate and otherwise unable to drive the share price back up; the rating is downgraded from that assigned on the date of purchase; significant decrease of profits and cash flows or deterioration of the issuer’s net cash position since the date of purchase; dividends are reduced or discontinued; the market for the bonds issued is no longer active; changes in the regulatory, operating, and technological framework, with a negative impact on the issuer’s financial condition, operating results and cash flows; negative prospects in the issuer’s market, industry or geographical area. Impairment reflects the difference between the amortised cost of the impaired instruments and their recoverable or current value (fair value). Losses are recognized through profit or loss as value impairments. Increases in value over time are recognized in the income statement as interest income. Any write-back of debt instruments are recognized through profit or loss whilst write-backs for equity instruments are recognized in equity. Write-backs of unlisted equity instruments recognized at cost cannot be accounted for in the financial statements. e) Recognition of gains and losses Concerning available-for-sale financial instruments: - interest income is calculated by applying the effective interest rate method; - unrealised gains and losses determined by changes in fair value are recognized in a specific equity reserve, net of the relevant tax effect, until the financial asset is sold or impaired. As the available-for-sale financial asset is sold, unrealised gains and losses recognized in an equity reserve until such time are transferred to “gains (losses) on sales or repurchases of available-forsale financial assets” in the income statement. When an available-for-sale financial asset is impaired, cumulative losses due to changes in fair value recognized in equity are reported as “Net impairments of available-for-sale financial assets” in the income statement. A value impairment is recognized in the presence of observable evidence of value reductions. Any write-back is accounted for in equity, in the case of equity instruments, and through profit or loss, in the case of loans or debt instruments. The amount of the write-back can under no circumstances exceed the amortised cost at which the instrument would be shown in the absence of prior adjustments. 3 – HELD-TO-MATURITY FINANCIAL ASSETS a) Recognition The initial recognition of financial assets occurs on the settlement date, for securities, and on the signing date, for derivative contracts. Held-to-maturity financial assets are recognized at fair value, inclusive of any costs or income that is directly attributable. 597 b) Classification Held-to-maturity financial assets include debt instruments, with fixed maturity and payments, which the company intends to hold until maturity. At the reporting date, there were no held-tomaturity financial instruments. c) Measurement Subsequently, held-to-maturity financial assets are recognized at their amortised cost, utilizing the effective interest rate method. d) Derecognition Held-to-maturity financial assets are derecognized when the contractual rights on the cash flows associated with them expire, or when the financial asset is sold, thereby transferring all rights and benefits related to it. e) Recognition of gains and losses Gains and losses arising from held-to-maturity financial assets, if any, are recognized through profit or loss when such assets are derecognized or are impaired, as well as through the amortization of the difference between the amount recognized and the amount repayable at maturity. Held-to-maturity financial assets are periodically tested for impairment (at the close of each fiscal year and interim period) to determine whether there is objective evidence of deteriorated value. Any value impairment, which is calculated as the difference between the carrying value and the present value of cash flows determined by using the effective interest rate, is recognized through profit or loss. Any write-back, following the above losses, is recognized through profit or loss. 4 – LOANS a) Recognition The initial recognition of a loan occurs at the date of disbursement or, in the case of debt instruments, on the settlement date. The financial instrument is initially recognized at fair value, which usually reflects the amount disbursed or the subscription price, inclusive of transactions costs/income that are directly attributable. In the event that the net value at which the loan is recognized is lower than its fair value, due to below-market rates or to interest rates lower than those applicable to loans with similar characteristics, initial recognition takes place for an amount equivalent to the present value of future cash flows as discounted at a suitable market rate. Contangoes and repurchase and resale agreements are recognized as deposits or loans, as the case may be. Specifically, sale and simultaneous forward purchases of securities are recognized as deposits for the amount collected at the time of sale, while purchases and simultaneous forward sales of securities are recognized as loans for the amount of the purchase. b) Classification Loans include loans and advances to customers and banks, with fixed or determinable payments, which are not listed on an active market and are not classified initially among available-for-sale financial assets. Loans include also receivables, resale agreements, receivables arising from factoring transactions. c) Measurement After initial recognition, loans are measured at amortized cost, utilizing the effective interest rate method. Such effective interest rate reflects the discount rate at which the present value of future cash flows of the loan, inclusive of principal and interest, is equal to the amount of the loan, 598 inclusive of the costs/revenues that are directly attributable. This accounting method makes it possible to spread the economic effect of costs/revenues over the remaining life of the loan. Starting from 2008, and in relation to the information system adopted by the Parent Company in the same year, the amortized cost method is applied also to short-term loans. At the close of each fiscal year and interim period, loans are tested for impairment to identify any objective evidence of loss in value, as a result of events occurring after their initial recognition. At the close of each fiscal year and interim period, the loans are tested for impairment to determine any reduction of their realisable value. Such test is carried out individually for substandard loans, that is loans included in such risk categories as non-performing, “alleged problem” (a category that includes loans analyzed individually) and restructured loans (if any), as defined by the relevant Supervision rules. On the other hand, performing, past due and “objectivelydetermined problem” loans are tested collectively, after they are grouped in categories sharing similar risk characteristics, such as economic sector. The amount of the impairment of substandard loans is calculated by discounting to present value the expected cash flows, inclusive of principal and interest, taking due account of any collateral. In determining the present value of the cash flows, key features include the estimated recovery amounts, the time involved and the applicable discount rate. In relation to substandard loans, such as non-performing loans, estimated recoveries and the relevant repayment schedules are determined by reference to the assumptions and estimates of the employees responsible for such activities in the various Group companies on the basis of the borrower’s solvency and taking into account, for these types of loan, any collateral. As to the discount rate, given the inability to utilize in a sufficiently reliable manner, at first-time adoption, the original interest rate applied to the individual loans, use has been made of interest rates available within the various Group companies for the year when they were classified as nonperforming. After such date, use is made of the interest rates applied prior to their classification as non-performing. As to alleged problem loans and restructured positions, to determine the estimated cash flows of each loan, reference is made to the assumptions and estimates of the employees responsible for such activities within the various Group companies on the basis of the borrower’s solvency and taking into account, for these types of loan, any underlying collateral. Moreover, by using the time series of the aggregate of reference for the past few years, the percentage is calculated of the problem loans that are classified to the non-performing category (both after one year and after two years) and those that are reinstated as performing. The percentages so calculated are applied to existing loans and their expected realizable value is discounted utilizing, but only at first-time adoption, the average interest rates, available within the various Group companies, for the year when the individual loans were classified as problem loans, instead of the original interest rates. Subsequently, the interest rates used are those applied to the loans before their classification as problem. Objectively-determined problem loans - represented by such loans as feature the conditions provided for by the supervision rules enacted in December 2008 and for which the Parent Company did not deem it appropriate, in terms of recoverability, to perform an individual evaluation – are assessed on a collective basis. Like “performing” loans, these are evaluated by segmenting the portfolio by industry, in accordance with the supervision rules. The cash flows of the loans so segmented are assigned – as with “performing” loans – a loss percentage calculated depending on the time series common to the two loan aggregates. Such percentages are based on elements observable on the valuation date, which make it possible to estimate the potential loss in each category of loans so segmented, as adjusted in terms of probability of default, to keep in due account the historical and statistical experience of problem loans vis-à-vis non-performing loans. 599 The assessment of performing and past due loans concerns asset portfolios featuring objective evidence of a collective loss. Performing loans are classified by risk category, depending on the economic sector, as indicated in the current Supervision rules. Loss percentages calculated on the basis of time series, based on observable elements at the evaluation date, are applied to the estimated cash flows of the assets so segmented, to arrive at an estimate of the possible losses for any of the loan categories so defined. Starting in 2008, and in connection with the criteria adopted to determine a general loss, in order to make the determination model more consistent with the rules on deteriorated loans, as amended by the new supervisory returns, the percentages applied to each industry at the reporting date to determine provisions for loan losses have been restated. Considering that until the end of 2007 the Parent Company prudently included under problem loans also “watchlist” loans – i.e. loans that, even though they did not qualify under the supervision rules then prevailing as problem loans, showed early warning signals –, the time series of these loans have been redefined by excluding those watchlist loans that at the reporting date have been collected or restored to performing loans. d) Derecognition Financial assets are derecognized when the contractual rights on the associated cash flows expire, or when the financial asset is sold, thereby transferring all risks and benefit related to it. On the other hand, if the risks and benefits related to loans sold are kept, such loans continue to be carried on the balance sheet, even though legal title has been transferred (i.e. continuing involvement). e) Recognition of gains and losses Interest on loans, calculated utilizing the effective interest method, is recognized through profit or loss so as to spread the effects of transaction costs/revenues over the expected life of the loan. Write-downs and write-backs (both individual and collective) are recognized through profit or loss (among write downs/write-backs due to loan impairment) , by up to the amortised cost at which the loan would be recognized without any previous adjustment. 5 – FINANCIAL ASSETS RECOGNIZED AT FAIR VALUE a) Recognition Under IAS/IFRS companies can recognize as financial instruments at fair value through profit or loss any financial asset so designated at the time of purchase (so-called fair value option). This item refers to the application of the fair value option to financial assets with a “natural” hedge, which is designed to create a more balanced effect of the changes in value of financial assets and liabilities on earnings. b) Classification At first-time adoption, even though they might not have been held for trading, certain financial instruments are classified as financial assets recognized at fair value through profit or loss, as allowed by IAS 39. c) Measurement Subsequently, this portfolio is measured at fair value, except for equity instruments that are not listed on an active market, whose fair value cannot be determined in a reliable manner, and that, as such, are carried at cost. 600 Financial assets are recognized in this category at their fair value through profit or loss. The choice of the model to be adopted is not arbitrary, as the relevant techniques are ranked by order of importance. Hierarchy of fair value The fair value of financial instruments is determined according to methodologies ranked by order of importance. The first and foremost determinants of fair value are prices quoted in an active market, followed by the observation of prices resulting from comparable transactions and then by specific valuation models. Therefore, the fair value of financial instruments is determined in accordance with one of the approaches listed below in a decreasing order of importance. 1. Prices in an active market (Mark to market Approach) Fair value reflects the market price of the financial instrument under evaluation, as determined on the basis of the prices quoted in the active market on the last day of the fiscal year. A financial instrument is considered as quoted in an active market if quoted prices result from arm’s length transactions and are readily available through markets, brokers, intermediaries, operators, price quote services or authorized entities at the time such prices result from actual and regular transactions conducted in a normal period of reference. 2. Value of comparable financial assets (Comparable Approach) When no market price is available, the fair value of the financial instrument is determined on the basis of prices or credit spreads derived from the official prices of instruments largely similar in terms of risk factors, by using specific calculation methodologies. This approach involves an investigation into transactions conducted in active markets involving instruments comparable in terms of risk factors to the instrument under evaluation. The calculation methodologies adopted make it possible to reproduce the prices of financial instruments quoted in active markets without including discretionary factors, thus providing solid ground for the determination of the fair value of the instrument in question. However, the IASB indicated that it is not necessary to use this measurement by “analogy” when prices are formed in inactive markets. 3. Valuation models (Mark to Model Approach) In the presence of inactive markets, as defined above, financial instruments are evaluated using different standards. Accordingly, reference is made to market inputs as well as more discretionary factors. Fair value determined with the mark-to-model approach should take due account any adjustments for the counterparty’s liquidity and credit risks. According to this approach, the financial instrument is evaluated using a calculation methodology based on internationally established techniques. Valuation model of the Banca Carim Group The valuation model is specific to each financial instrument at the valuation date. In the presence of an inactive market, as defined above, this model calls for the replacement of quoted market prices for the individual instrument with a price calculated in accordance with the internal model, taking into account interest rate, credit, liquidity and option risks. Thus, fair value is measured using the mark-to-model approach: • by determining the present value of expected cash flows as discounted by using the term structure of interest rates, namely: o for fixed-income instruments, through the use of nominal interest rate and each coupon period; o for floating-rate instruments, through the use the term structure of interest rates at the valuation date to determine the expected forward rates linked to the nominal interest rate of the instruments, as applicable on the relevant reset dates; 601 • • by adjusting for credit risk, as calculated using the average of specific credit default swaps (CDS) applicable to the issuer, over the 12-month period preceding the valuation date, with maturities equal to that of the financial instruments to be evaluated. by adjusting for liquidity risk, as calculated using the average – over a defined time horizon (1st quarter of 2008) – of the differences calculated initially on the individual instrument, and subsequently by industry, (so-called “Base”), between the credit default swap (CDS) and the asset swap spread (ASW) with maturities equal to the maturity of the instrument to be evaluated. In the event that the value of the credit default swap of the instrument cannot be calculated, all risks (credit and liquidity) are estimated jointly through the time series of the asset swap spread with the same maturity as the financial instrument, calculating the average for the 12-months period preceding the valuation date. In the case of structured bonds with embedded options, the adjustment for the liquidity risk is made by used the “Base” specific to the instrument which incorporates also the option risk. The average over the 12-month period before the valuation date used to adjust credit default swaps and asset swap spreads for credit risk was deemed the most appropriate – following a careful assessment and the analysis of a number of alternative hypotheses (6- and 9-month period before). In fact, this profile is considered as the most appropriate to mitigate the effects of market turmoil, both in the period of reference and in future periods, and is in line, in the presence of an inactive market, with the reasons that led the Institute to adopt the internal valuation model. The simulations run using the alternative hypotheses (average for the 9-month period before the valuation date) would have involved lower write-downs for the Parent Company alone, i.e. approximately €21.98 million instead of the current €24 million accounted for. In short, adjustments for each of the credit, liquidity and option risk, and all of them combined, are made according to the following model: Credit risk Bonds with options and CDS CDS t Bonds without options and CDS CDS t Bonds with options and without CDS Bonds without options and without CDS CDS t BASE t BASE industry ASW t Liquidity risk Credit and liquidity risk Option and liquidity risk Credit, option and liquidity risk BASE t BASE sector ASW t ASW t Credit Defaul Swap – average for 12 months before valuation date Difference between "CDS" and "ASW" of the specific instrument Difference between "CDS" and "ASW" of the industry to which the issuer belongs Asset Swap Spread - average for 12 months before valuation date d) Derecognition Financial assets are derecognized when the contractual rights on the associated cash flows expire or when the financial asset is sold, thereby transferring all the related risks and benefits. e) Recognition of gains and losses Gains and losses on the sale or repayment of financial instrument recognized at their fair value, as well as unrealized gains and losses arising from changes in fair value, are recognized through profit or loss and shown in net result of assets and liabilities recognized at fair value. 602 6 – HEDGING TRANSACTIONS a) Recognition Hedging derivative financial instruments are recognized upon inception of the hedge at fair value. b) Classification This balance sheet item reflects hedging derivatives, which break down as follows: - fair value hedges of a specific asset or liability; - cash flow hedges, or hedges of future cash flows attributable to a specific asset or liability; - hedges of net investment in a foreign operation. Hedge derivatives are utilized to manage interest rate risk, currency risk, credit risk associated to assets and liabilities. The designation of a financial instrument as hedge requires employees in charge to substantiate through documentary evidence: - the relationship between the hedging instrument and the hedged item, including the objectives of risk management; - the hedging strategy; - the methods that will be utilized to check the effectiveness of the hedge. Generally, a hedge is considered highly effective if, at inception and during its life, the changes in fair value or in the cash flows of the hedged item are offset by changes in the opposite direction of the fair value and the cash flows of the hedging item, within an interval ranging from 80% to 125%. Transactions no longer qualify as hedging if: - the hedge represented by the derivative ceases or is no longer highly effective; - the derivative matures, is sold, terminated or exercised; - the hedged item is sold, matures or is repaid; - the designation as hedge is cancelled. The ineffective portion of the hedge is the difference between the change in fair value of the hedging instrument and the change in fair value of the hedged item, or the difference between the change in cash flows of the hedging instrument and the change in the (expected or effective) cash flows of the hedged item. c) Measurement Subsequently, hedging derivatives are measured at fair value. The fair value of derivative instruments is determined on the basis of prices prevailing on regulated markets or provided by qualified operators on the basis of option valuation models (or on the basis of discounted cash flow models). d) Recognition of gains and losses In effective fair value hedges, changes in fair value are recognized through profit or loss. Changes in fair value of the hedged item, attributable to the risk hedged with the derivative instrument, are recognized through profit or loss as contra-entries to changes in the carrying value of the hedged item. If the hedging relationship is discontinued for reasons other than the sale of the hedged item, and the hedged item is measured at amortized cost, the difference between the carrying value of the hedged item upon discontinuance and the carrying value that would have been recognized had the hedge never existed is amortized through profit or loss throughout the remaining life of the original hedge. In the case of non-interest-bearing instruments, this difference is recognized 603 through profit or loss. In the case that the hedged item is sold or repaid, the unamortized portion of the fair value is recognized through profit or loss. In the case of cash flow hedges, the portion of income or loss of the hedging instrument that is considered effective is recognized initially in equity, whilst the portion that is not considered effective is recognized through profit or loss. When the hedged cash flows materialize, and are recognized through profit or loss, the relevant gain or loss on the hedged item is charged to equity and released to the corresponding income statement item. If the cash flow hedge of a future transaction is no longer effective, or the hedging relationship is discontinued, the total gains or losses on that hedging instrument recognized in equity are recognized through profit or loss as the transaction occurs. 7 – INVESTMENTS a) Recognition Investments in subsidiaries, associated companies and joint ventures are recognized on the settlement date. b) Classification Investments include interests in: - associates, involving ownership of voting shares ranging between 20% and 50%; - joint ventures, on the basis of contractual arrangements, shareholders’ agreements or other agreements for the management of the operation and accounted for with the equity method. Minority interests are included in available-for-sale financial instruments, which are accounted for in accordance with the criteria described above. c) Derecognition Investments are derecognized when the contractual rights on the cash flows associated with them expire, or when the investment is sold, thereby transferring all the risks and benefit related to it. d) Recognition of gains and losses If the impairment test shows that the recoverable value is lower than the carrying value, the difference is shown as a cost through profit or loss among write-downs/write-backs due to the impairment of other financial assets and the asset is shown in the balance sheet at its recoverable value. Any write-back is recognized through profit or loss, up to the historical cost of the investment. 8 – PROPERTY, PLANT AND EQUIPMENT a) Recognition Items of property, plant and equipment are initially recognized at cost, inclusive of all the incidental costs that are directly attributable to the purchase and the start of operation of the asset. Non-routine maintenance expenses resulting in an increase of future economic benefits are accretive of the value of the assets, whilst routine maintenance costs are expensed as incurred. b) Classification Property, plant and equipment include property used in production, investment property, leasehold improvements of autonomous properties, technical installations, furniture, fittings and equipment of any kind. Property used in production is that utilized for the provision of services or for administrative purposes while investment property is that held to earn rentals and/or for 604 capital appreciation purposes. This item includes also assets held under a finance lease contract, even though the lessor might have legal title to the goods, and are therefore accounted for in accordance with IAS 17. c) Measurement Subsequently, items of property, plant and equipment are measured at cost, net of accumulated depreciation and any value impairment. Depreciation is calculated every year on the basis of the remaining useful life of the asset concerned. The remaining useful life of each asset is checked periodically. In case of changes in the initial estimates also the relevant depreciation rate is changed. Depreciation does not apply to the land pertaining to buildings, which is therefore accounted for separately as it has an indefinite useful life, and to works of art, since their useful lives cannot be estimated and their value is usually expected to increase with time. d) Derecognition Items of property, plant and equipment are usually derecognized at the time of disposal or when the asset is permanently retired and no future economic benefits are expected from its decommissioning. e) Recognition of gains and losses At the close of each year or interim period, any indication of value impairment of an asset determines a comparison between the carrying value of such asset and its recoverable value. The recoverable value is the difference between the fair value of the asset, net of selling costs, and the relevant value in use, or the present value of future cash flows originated by the asset. Value impairments are recognized through profit or loss. Any write-back, up to the cost of the asset net of depreciation calculated in the absence of previous loss impairments, is recognized through profit or loss. In accordance with IAS 17, property held under lease finance contracts is recognized as an asset whilst the amount due to the lessor is entered as a liability. Depreciation is taken throughout the estimated useful life of the asset. Fees paid to the lessor are applied against the liability to reduce the principal owed and as interest expense in the income statement. 9 – INTANGIBLE ASSETS a) Recognition Intangible assets include goodwill, multi-year software applications, as well as the value of the trademark. Goodwill is the positive difference between the cost and the fair value, at the acquisition date, of assets and other operations taken over in business combinations. Any negative difference is recognized in the income statement. Other intangible assets are recognized at cost, as adjusted for incidental costs, only if the future economic benefits attributable to the asset are likely to be realized and if the cost of the asset can be determined in a reliable manner. If no such future benefits are expected, the cost of intangible assets is expensed as incurred. b) Classification Intangible assets are recognized as such if they are identifiable and are linked to legal or contractual rights. 605 c) Measurement Goodwill arising on business combinations is not amortized, as its useful life is considered indefinite. However, it is tested for impairment at least once a year and whenever there are indications that its carrying value is impaired. The amount of any impairment is determined on the basis of the difference between the carrying value of goodwill and its recoverable value, if this is lower. The carrying value is equal to the greater of the fair value of the cash generating unit, net of any selling cost, and the relevant value in use. To this end, the cash generating unit to which goodwill must be attributed is identified. Any adjustments recognized through profit or loss cannot be reversed, even though in subsequent years the reasons for such adjustments no longer apply. The cost of the remaining intangible assets is amortized in equal instalments over their remaining useful lives. d) Derecognition Intangible assets are derecognized upon disposal, and if no future economic benefits are expected. e) Recognition of gains and losses If the intangible asset does not meet the requisites of identifiability, control and existence of future economic benefits, the relevant cost is expensed out as incurred. As to goodwill, a negative difference between the fair value of the assets acquired and the cost of the investment is recognized in the income statement. A positive difference is instead recognized as goodwill among intangible assets and any impairment is charged to the income statement. 10 – NON-CURRENT ASSETS HELD FOR SALE a) Recognition This item includes non-current assets (or groups of assets held for sale) whose value will be realized mainly thanks to their sale instead of their use. b) Classification Non-current assets held for sale are recognized at the lower of carrying value and their fair value, net of selling costs. c) Derecognition Non-current assets held for sale are derecognized upon disposal. d) Recognition of gains and losses Gains and losses (net of the tax effect) arising from these assets are shown in the income statement under a separate caption. 11 – CURRENT AND DEFERRED TAXATION a) Recognition Tax expense or credit reflects the total amount of current and deferred taxes included in the calculation of net income for the period. Concerning deferred taxation, a deferred tax asset, reflecting income taxes recoverable in future years, is recognized for all the tax-deductible timing differences in accordance with IAS 12, if the company is likely to generate taxable income against which such tax-deductible timing difference can be recovered. In the absence of evidence on the 606 lack of sufficient taxable income in the future by the Group’s companies, the application of the foregoing criteria appears consistent and supported by a track record of consistent taxable income amounts generated in the previous years. No deferred taxes have been calculated on non-taxable reserves, on the basis of the provisions of paragraph 51 A and B of IAS 12, as these reserves are not expected to be distributed. b) Classification Current taxes reflect the income tax payable or recoverable with reference to the taxable income or loss for a period. The income tax is calculated in accordance with the tax laws in force. Deferred tax liabilities reflect the amount of income taxes payable in future periods with respect to taxable timing differences. Deferred tax assets reflect the income tax amounts recoverable in future years due to: - tax-deductible timing differences; - unused tax loss carryforwards; - unused tax credits. Timing differences are differences between the book value of an asset or a liability and its tax base. c) Measurement Deferred tax assets and liabilities are computed by applying to the nominal values of the corresponding timing differences the tax rates that, based on the tax regulations in force at the time of calculation, will be applicable in the future periods, when the timing differences will reverse. Moreover, when tax regulations provide for different tax rates for different fractions of the same income, use can be made, for the future periods when the timing differences is reversed, of the weighted average tax rate for the reporting period. d) Recognition of gains and losses Current and deferred taxes are recognized through profit or loss except when they refer to gains or losses on available-for-sale financial assets and to changes in fair value of hedging derivatives (cash flow hedges), which are recognized in equity on an after-tax basis. 12 – PROVISIONS PENSION FUNDS AND SIMILAR COMMITMENTS a) Recognition, classification and measurement At the reporting date, the pension fund reflects the amount of supplementary pension benefits due by the Parent Company to such retired and active employees who, during 2000, when the employee pension fund was changed pursuant to Legislative Decree 124/93 as amended and supplemented, opted to continue their enrolment in the defined-benefit plan. Following the agreement reached in 2002 with the trade unions, on 31 December 2002 the defined-contribution section of this fund was wound up and all the relevant positions were outsourced. The relevant liability is recognized on the basis of its actuarial value, as it qualifies as benefits payable under a defined-benefit plan. The present value of the liability is calculated by an independent expert and the effects of this estimate are recognized through profit or loss. This pension fund is recognized only in the Parent Company’s balance sheet, and not in that of the subsidiaries. b) Recognition of gains or losses Losses related to the adjustments of the provisions for defined-benefit plans are recognized in the income statement as staff costs. For defined-contribution plans (external funds), the contributions 607 paid by the Bank are expensed out as incurred and are determined in accordance with the employment service. EMPLOYEE TERMINATION BENEFITS a) Recognition, classification and measurement Employee termination benefits – for the parent Company and the subsidiary CORIT – Riscossioni Locali S.p.A. - are recognized as a liability on the basis of their actuarial value, as they are employee benefits payable under a defined-benefit plan. Defined-benefit plans are measured on the basis of actuarial estimates of the benefits accrued by employees during their years of service, as discounted to determine the present value of the Company’s liability. The present value of this liability is calculated by an independent actuary and the effects of this process are recognized through profit or loss. Based on Law no. 296 of 27 December 2006 (2007 Budget Act), companies with at least 50 employees are required, at 1 January 2007, to pay their monthly contributions to employee termination benefits, locally known as TFR (Trattamento di Fine Rapporto), to the supplementary pension funds selected by the individual employees or to the Fund for private-sector employee termination benefits referred to by article 2120 of the Italian Civil Code (hereinafter Treasury Fund) managed by INPS, the Italian social security agency. This gave rise to two different positions: - The employee termination benefits accruing at 1 January 2007, for employees who elected to have their contributions deposited in the Treasury Fund, and as of the month following their election, for employees who have opted to have their contributions deposited in a supplementary pension plan, are a defined contribution plan, which does not need actuarial calculations. The same approach applies to all employees hired after 31 December 2006, regardless of where they elect to have their contributions deposited. - Employee termination benefits accrued at the above dates continue to be treated as a defined benefit plan. Accordingly, last year it was necessary to perform an actuarial calculation of such benefits at 31 December 2006, in order to consider the following: - alignment of salary increase assumptions to those under article 2120 of the Italian Civil Code; - elimination of the proportionate share of past service, as the obligation is accrued. Gains or losses arising from such restatement are recognized through profit and loss, in accordance with paragraphs 109-115 of IAS 19 on curtailments and settlements. For Credito Industriale Sammarinese there is a different regime, whereby according to the law and other labour agreements, the amounts of employment termination benefits accrued are paid to employees every year. b) Recognition of gains or losses Employee termination benefits accrued during the year, equivalent to the average present value of the benefits accrued by employees during the year, are recognized in the income statement as staff costs. OTHER PROVISIONS a) Recognition and classification Provisions for risks and charges reflect costs and charges of a given nature, whose existence is certain or probable but the amount and payment date are uncertain. These provisions are recognized when: - there is a current (legal or implied) obligation as a result of a past event; - the fulfilment of the obligation is likely to require an outflow of resources for the production of economic benefits; 608 - the amount of the obligation can be estimated in a reliable manner. b) Measurement Provisions reflect the present value of the charges that will presumably be incurred to fulfil the obligation, in the event that the passage of time is considered important. The present value is calculated by using the current market rates. c) Derecognition Provisions for risks and charges are derecognized when the obligation that originated them ceases. d) Recognition of gains and losses Provisions and releases are recognized through the income statement under provisions. 13 – DEPOSITS AND SECURITIES ISSUED a) Recognition These financial liabilities are initially recognized upon receipt of the sums deposited or of the proceeds of debt instruments sold. The liability is recognized initially at fair value, which is usually the sum collected or the issue price, as adjusted for any transaction cost/income. b) Classification Banks’ deposits, customers’ deposits, securities issued and subordinated liabilities include the different types of funding obtained in the interbank market and from customers or via the issue of certificates of deposit and bonds, net of any repurchased amount. Customers’ deposits include amounts due to lessors in connection with any finance lease contract. c) Measurement Subsequently, the financial liabilities in question are measured at amortised cost, as calculated on the basis of the effective interest rate methodology, except for short-term liabilities. The amortised cost method is not applied to short-term debt, as the effect of discounting any such amount to present value would be immaterial and, as a result, amortised cost would be very close to historical cost. d) Derecognition Financial liabilities are derecognized when they mature or are repaid. Derecognition occurs also for buybacks of previously issued securities. e) Recognition of gains or losses Interest expense on such debt instruments is classified as interest expense on debt and similar charges. Gains or losses arising on the buyback of own securities are recognized through profit or loss. The placement on the market of own securities after a buyback is considered as a new issue and recognized at the new placement price, without any effects on the income statement. 609 14 – FINANCIAL LIABILITIES HELD FOR TRADING a) Recognition b) Classification Financial liabilities held for trading are recognized initially at fair value, on the date of issue, in the case of debt instruments, or of stipulation, in the case of structured contracts. This item comprises the negative value of trading derivatives, as well as the negative value of derivatives embedded in complex contracts but closely related to them. In addition they include liabilities arising from short positions created in security trading activities. c) Measurement All financial liabilities held for trading are recognized at fair value. d) Derecognition Financial liabilities held for trading are derecognized when they mature or are repaid. Own securities repurchased are also derecognized. e) Recognition of gains or losses The difference between the carrying value of the liability and the amount paid to purchase it is recognized through profit or loss as write-downs/write-backs due to impairment of other financial liabilities 15 – FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE a) Recognition and classification Under IAS/IFRS any financial liability can be recognized at fair value at the time of purchase, if so designated (so-called fair value option). This item refers to the application of the fair value option to financial liabilities with a “natural” hedge, which is designed to create a more balanced effect of the changes in value of financial assets and liabilities on earnings. b) Measurement Liabilities under this caption are recognized at fair value. c) Derecognition These financial liabilities are derecognized when they mature or are repaid. Own securities repurchased are also derecognized. d) Recognition of gains or losses The difference between the carrying value of the liability and the amount paid to purchase it is recognized through profit or loss under Net result of financial assets and liabilities recognized at fair value. 16 – FOREIGN CURRENCY TRANSACTIONS a) Recognition and classification Foreign currency transactions are recognized initially in the reporting currency by applying to the foreign currency the spot rate prevailing on the transaction date. b) Measurement 610 At the close of each year or interim period, foreign-denominated items are measured as follows: - monetary items are translated at the exchange rate prevailing on the closing date; - non-monetary items recognized at their historical cost are translated at the spot exchange rate prevailing on the transaction date; - non-monetary items recognized at fair value are translated utilising the spot exchange rate at the closing date. c) Recognition of gains or losses Exchange rate differences arising from payments or from the translation of monetary elements at exchange rates other than those applied initially, or applied to the previous financial statements, are recognized through profit or loss in the period in which they materialize. 17 – OTHER INFORMATION Other information Recognition of treasury shares Any treasury shares held are deducted from shareholders’ equity. Similarly, gains or losses arising on their disposal are recognized as changes in equity. Revenue recognition Revenues are recognized upon collection or whenever future benefits are likely to be received and such benefits can be quantified in a reliable manner. Specifically: - Interest on customers’ and banks’ loans are classified as interest income and similar revenues and recognized on an accrual basis. Late-payment interest charges are accounted for on an accrual basis and written down for the amount deemed irrecoverable; - Dividends are recognized upon collection; - Commission and interest income or expense related to financial instruments is accounted for on an accrual basis; - Revenues from financial instrument trading are recognized through profit or loss, if the fair value of such instruments can be determined by reference to recent standards or transactions observable on the same market where they are traded. Alternatively, absent these standards of reference, revenues flow to the income statement throughout the term of the transaction. Leasehold improvements Leasehold improvements are capitalized in view of the future economic benefits flowing to the user of the asset throughout the term of the lease. These costs, which are classified as Other assets, in accordance with the Bank of Italy’s instructions, are amortized over the shorter of the period during which the improvements can be used and the term of the lease (inclusive of any lease renewal, if this depends on the tenant). These are value-accretive improvements and expenses that cannot be severed from the assets, as these cannot be used and operated separately. In the absence of such value-accretive improvements, such costs would be recognized as property, plant and equipment 611 Other information As specifically indicated in part 4 – “Loans” of this section, on the basis of reasoned opinion, as of 2008 estimates of the general losses on performing loans were changed. The effect of this estimate change led to a benefit for the Group of €9.2 million, with the relevant percentage of provisions for loan losses settling at 1.46% as opposed to 1.35% at 31 December 2007. 612