Annual Report 2010
Transcription
Annual Report 2010
ANNUAL REPORT 2010 Poste Italiane SpA (A Sole Shareholder Company) Registered Office: Viale Europa, 190 . 00144 Rome . Italy Tel. 06.59581 ANNUAL REPORT 2010 www.poste.it Copertina_Bilancio_2010_INGL.indd 1 26/07/11 16:44 ANNUAL REPORT 2010 Poste Italiane SpA (A Sole Shareholder Company) Registered Office: Viale Europa, 190 . 00144 Rome . Italy Tel. 06.59581 ANNUAL REPORT 2010 www.poste.it Copertina_Bilancio_2010_INGL.indd 1 26/07/11 16:44 ANNUAL REPORT 2010 2 SUMMARY OF CONTENTS 3 FINANCIAL AND OPERATIONAL HIGHLIGHTS 4 CORPORATE OFFICERS 6 DIRECTORS’ REPORT ON OPERATIONS 8 POSTE ITALIANE GROUP Consolidated financial statements 2010 POSTE ITALIANE SPA Separate financial statements 2010 98 228 ANNUAL REPORT 2010 4 FINANCIAL AND OPERATIONAL HIGHLIGHTS Results of operations Poste Italiane group 2008 2009 2010 (€m) 2010 Revenues from sales and services and earned premiums 9,572 Poste Italiane SpA 2009 2008 15,907 17,456 19,639 9,841 9,826 5,483 5,210 5,050 Postal Services 4,505 4,709 4,953 4,539 4,796 4,665 Financial Services 4,962 5,039 4,781 5,535 7,112 9,505 Insurance Services n.a. n.a. n.a. 350 338 419 Other Services 105 93 92 1,470 1,599 1,870 Operating profit 1,452 1,399 1,239 883 904 1,018 Profit/(Loss) for the year 9.2% 9.2% 1.8% 1.8% 46.8% 39.8% 42.1% of which: 729 737 721 9.5% (*) ROS 15.2% 14.2% 12.6% 2.0% ROI(**) 2.8% 2.7% 2.4% 37.4% 38.2% 42.5% ROE(***) n/a: not applicable. (*) ROS (Return on Sales) is the ratio of operating profit to revenues from ordinary activities. (**) ROI (Return on Investment) is the ratio of operating profit to average operating assets. Operating assets equal assets less investment property and non-current assets held for sale. (***) ROE (Return on Equity) is the ratio of profit before tax to equity for the two comparative periods. Financial position Poste Italiane group 31 Dec 2008 31 Dec 2009 31 Dec 2010 (€m) 31 Dec 2010 3,422 4,575 4,383 Equity (684) (1,338) (986) Net (funds)/debt 2,737 3,237 3,397 Net invested capital 712 513 3,613 4,077 75 (472) 9 3,688 3,605 3,098 Other information Poste Italiane group 2008 2009 2010 436 Poste Italiane SpA 31 Dec 2009 31 Dec 2008 3,089 Poste Italiane SpA 2009 2008 (€m) 2010 Investment during the period 386 471 654 380 454 636 6 17 18 146,014 148,550 152,311 of which: 712 507 434 0,3 6 2 155,732 152,074 149,703 (*) capital expenditure financial investments (equity investments) Average workforce(*) The average workforce (shown in full-time equivalent terms) includes the flexible workforce and excludes seconded and suspended staff. Other information about Poste Italiane SpA 31 Dec 2008 31 Dec 2009 31 Dec 2010 35,949 Operational data (€m) Current accounts (average for the period) 33,723 34,741 Postal Savings Books 81,801 91,120 97,656 185,543 192,618 198,489 Interest-bearing Postal Certificates Other indicators Number of outstanding current accounts (‘000) Number of post offices Levels of service Priority Mail Poste Italiane | Annual Report 5,383 5,526 5,533 13,991 13,992 14,005 delivery within 2008 2009 2010 1 day 90.6% 90.7% 92.0% 5 POSTE ITALIANE GROUP Total revenue - Operating segments 2008 30.8% 25.7% 40.7% 2.7% (€m) Postal Services Financial Services Insurance Services Other Services Total 2009 26.0% 24.7% 46.7% 2.6% 2008 5,506 4,595 7,268 484 17,853 2009 5,227 4,964 9,376 531 20,098 2010 23.2% 22.6% 51.3% 2.8% 2010 5,065 4,946 11,206 620 21,837 09 vs 08 (5.1%) 8.0% 29.0% 9.7% 12.6% 10 vs 09 (3.1%) (0.4%) 19.5% 16.8% 8.7% Revenues from sales and services and earned premiums - Operating segments 2008 34.5% 28.5% 34.8% 2.2% (€m) Postal Services Financial Services Insurance Services Other Services Total 2009 29.8% 27.5% 40.7% 1.9% 2008 5,483 4,539 5,535 350 15,907 2009 5,210 4,796 7,112 338 17,456 2010 25.7% 23.8% 48.4% 2.1% 2010 5,050 4,665 9,505 419 19,639 09 vs 08 (5.0%) 5.7% 28.5% (3.4%) 9.7% 10 vs 09 (3.1%) (2.7%) 33.6% 24.0% 12.5% POSTE ITALIANE SPA Market revenues 2008 44.4% 2.2% 52.4% 1.0% (€m) Mail and Philately Express Delivery and Parcels BancoPosta services Other revenues Total(*) (*) 2009 42.1% 1.9% 55.0% 1.0% 2008 4,045 202 4,781 92 9,120 2009 3,852 175 5,039 93 9,159 2010 42.4% 1.8% 54.6% 1.2% 2010 3,855 161 4,962 105 9,083 09 vs 08 (4.8%) (13.4%) 5.4% 1.1% 0.4% 10 vs 09 0.1% (8.0%) (1.5%) 12.9% (0.8%) Market revenues do not include publisher tariff subsidies and Universal Service Obligation (USO) subsidies, totalling 489 million euros (682 million euros in 2009). Directors’ Report on Operations 6 CORPORATE OFFICERS Giovanni Ialongo BOARD OF DIRECTORS(1) CHAIRMAN Giovanni Ialongo DEPUTY CHAIRMAN Nunzio Guglielmino CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER(2) Massimo Sarmi DIRECTORS Roberto Colombo, Mauro Michielon 1. The Board of Directors, which was elected by the General Meeting of 29 May 2008, has a term of office of three years, which will expire on approval of these financial statements. The Board of Directors’ meeting of 9 June 2008 elected the Deputy Chairman and Chief Executive Officer (CEO). 2. The appointment as General Manager was approved by the Board of Directors’ meeting of 24 May 2002. 7 Massimo Sarmi BOARD OF STATUTORY AUDITORS(3) CHAIRWOMAN Silvana Amadori AUDITORS Ernesto Calaprice, Francesco Ruscigno ALTERNATES Vinca Maria Sant’Elia, Giovanni Rapisarda MAGISTRATE APPOINTED BY THE ITALIAN COURT OF AUDITORS TO AUDIT POSTE ITALIANE(4) Adolfo Teobaldo De Girolamo INDEPENDENT AUDITORS(5) PricewaterhouseCoopers SpA 3. The Board of Statutory Auditors was elected by the General Meeting of 4 May 2010 and has a term of office of three years, which will expire on approval of the financial statements for 2012. 4. The functions were assigned by the Council of the Presidency of the Court of Auditors, in its Resolution of 6-7 July 2010, with effect from 27 July 2010. 5. Contract awarded pursuant to art. 2409-ter of the Italian Civil Code, as amended by Legislative Decree 39/10. With the approval of these financial statements, the General Meeting of shareholders will award a nine-year contract to the firm of auditors selected at the end of the current tender process, in accordance with the provisions of Legislative Decree 39/10. ANNUAL REPORT 2010 8 DIRECTORS’ REPORT ON OPERATIONS 2010 9 ANNUAL REPORT 2010 10 CONTENTS 1. CORPORATE GOVERNANCE 12 2. ORGANISATION 22 2.1 Organisational structure of Poste Italiane SpA 22 2.1.1 Retail Market 24 2.1.2 Large Accounts and Public Sector 26 2.1.3 Postal Services 26 2.1.4 Other business functions 28 2.1.5 Corporate functions 29 2.2 Structure of the Poste Italiane group 3. FINANCIAL REVIEW 29 30 3.1 Risk management for the Group and Poste Italiane SpA 30 3.2 Operating results 34 3.3 Financial position and cash flow 42 4. AREAS OF BUSINESS 4.1 Postal Services 48 49 4.1.1 Commercial offering 51 4.1.2 Operating results 55 4.2 Financial Services 59 4.2.1 Commercial offering 61 4.2.2 Operating results 63 4.3 Insurance Services 65 4.3.1 Commercial offering 66 4.3.2 Operating results 67 4.4 Other Services 68 4.4.1 Commercial offering 68 4.4.2 Operating results 71 11 5. DISTRIBUTION CHANNELS 73 5.1 Retail/SME 73 5.2 Business and Public Sector 74 5.3 The Contact Centre and the internet 74 6. HUMAN RESOURCES 76 6.1 Headcount 76 6.2 Training and corporate social responsibility 78 6.3 Human resources management 80 6.4 Industrial relations 81 6.5 Labour disputes 82 7. INVESTMENTS 83 7.1 Financial investments 83 7.2 Capital expenditure 84 7.2.1 IT and telecommunications networks 84 7.2.2 Modernisation and upgrade of properties 85 7.2.3 Postal logistics 85 8. ENVIRONMENT 87 9. EVENTS AFTER 31 DECEMBER 2010 88 10. OUTLOOK 89 11. OTHER INFORMATION 91 12. BOARD OF DIRECTORS’ PROPOSALS TO SHAREHOLDERS 92 APPENDIX - Key performance indicators for principal Poste Italiane group companies 93 GLOSSARY 96 ANNUAL REPORT 2010 12 1. CORPORATE GOVERNANCE This section takes the place of the Corporate Governance Report required by art. 123-bis of Legislative Decree 58/1998 (the Consolidated Law on Finance), having regard to the disclosures required by paragraph 2.b1. In compliance with the Decree issued by the Ministry of the Economy and Finance on 30 November 2010, published in Official Gazette of 16 December 2010, on 21 December 2010 Cassa Depositi e Prestiti transferred its investment in Poste Italiane SpA to the Ministry of the Economy and Finance. As a result, Poste Italiane SpA is a wholly owned subsidiary of the Ministry. General Meetings are held periodically to vote on resolutions regarding matters within its purview in accordance with the law. The governance model adopted by Poste Italiane SpA is based on the traditional separation of the functions of the Board of Directors and those of the Board of Statutory Auditors. Responsibility for accounting controls has been assigned to an auditing firm. The Board of Directors consists of 5 members and meets once a month to examine and vote on resolutions regarding the operating performance, the results of operations, proposals relating to the organisational structure and transactions of strategic importance. The Board met 11 times during 2010. The Chairman exercises the powers assigned by the Articles of Association and those assigned to him by the Board of Directors’ meeting of 2 November 2009. In compliance with the provisions of the 2008 Budget Law and subsequent amendments and additions, the Board of Directors has been given the authority by the General Meeting of shareholders to grant the Chairman executive powers in respect of the following matters: communication and Government relations, international relations and legal affairs. The Deputy Chairman acts for the Chairman in the event of his temporary absence or impediment. The Chief Executive Officer (CEO) and General Manager, to whom all key departments report, has full powers for the administration of the Company across the organisational structure, with the exception of powers reserved to the Board of Directors: • the issue of bonds and the assumption of medium/long-term borrowings of amounts in excess of 25,000,000 euros, unless otherwise indicated in specific resolutions passed by the General Meeting or the Board of Directors itself; • strategic agreements; • agreements (with ministries, local authorities, etc.) involving commitments in excess of 50,000,000 euros; • the incorporation of new companies, and the acquisition and disposal of equity holdings; • changes to the Company’s organisational model; • the purchase, exchange and disposal of properties with a value of more than 5,000,000 euros; • the approval of regulations governing supplies, tenders, services and sales; • the appointment and termination of the Manager responsible for financial reporting, as proposed by the CEO and with the prior approval of the Board of Statutory Auditors. 1. Not having issued shares traded on regulated markets or multilateral trading systems, the Company has elected to take up the option, provided for by paragraph 5 of art. 123-bis, of not publishing the disclosures referred to in paragraphs 1 and 2, with the exception of those required by paragraph 2.b. Poste Italiane | Annual Report 1. Corporate Governance 13 The Board of Directors also examines and approves the long-term business plans and annual budgets prepared by the CEO, approving strategic guidelines and directives for Group companies proposed by the CEO. The Board must approve the CEO’s proposals regarding the exercise of the Group’s vote at the extraordinary general meetings of subsidiaries and other investee companies. The Board of Statutory Auditors has 3 standing members elected by the General Meeting. Pursuant to art. 2403 of the Italian Civil Code, the Board verifies compliance with the law, the Articles of Association and with correct corporate governance principles, also verifying the adequacy of the organisational structure and administrative and accounting systems adopted by the Company and their functionality. The Board met 22 times during 2010. With the introduction of Legislative Decree 39 of 27 January 2010 (”Implementation of Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts”), the new legislation governing audits have come into effect. Under the new legislation, Poste Italiane is classified as a Public Interest Entity. As a result, it has transferred from the audit regime established by art. 2409-ter of the Italian Civil Code to a new regime that requires, among other things, that independent auditors should be appointed for a nine-year term and that their appointment should be subject to approval by the General Meeting at the “recommendation” of the Board of Statutory Auditors. With the approval of these financial statements, the General Meeting of shareholders will award a nine-year contract to the firm of auditors selected at the end of the current tender process, in accordance with the provisions of Legislative Decree 39/10. The Board of Directors has established a Remuneration Committee, which is responsible for making proposals to the Board regarding the remuneration of executive directors. In accordance with Law 259 of 21 March 1958, which requires parliamentary scrutiny of the financial management of agencies to which the State contributes on an ordinary basis, Poste Italiane SpA is subject to controls by the Italian Court of Auditors, which examines its budget and financial management. The controls consist in ascertaining the legitimacy and regularity of management activities, as well as of the operation of internal controls. Internal control system Poste Italiane SpA’s internal control system consists of a systematic body of rules, procedures and organisational structures, which aim to prevent or limit the consequences of unexpected events and enable the Company to achieve its strategic and operating objectives, comply with the relevant laws and regulations and ensure the fairness and transparency of internal and external reporting. In this context, the Internal Auditing department assists the organisation in the pursuit of its business and governance goals, supporting executives and management through its independent and objective professional contribution. The department is responsible for monitoring and making improvements to the Company’s control and risk management processes and its corporate governance. The Board of Directors’ meeting of 27 April 2009 approved an updated role for the Internal Auditing department. The scope of the Internal Auditing department’s work has progressively expanded to include all of Poste Italiane's principal processes (as determined through risk analysis), thus assuring assessment of the adequacy of the design and Directors’ Report on Operations 14 functioning of the internal control system on the basis of an integrated approach in support of, among others, the Manager responsible for financial reporting appointed in accordance with Law 262/05 (as described in greater detail below) and the Audit Plans drawn up by the Supervisory Board. Audits were conducted in 2010, as in 2009, with the objective of facilitating the generation of synergies with respect to the approaches of various areas of operation for the adoption of organisational and technological solutions in continual improvement of operating efficiency, and to bolster the system of governance of the Company’s and the Group’s processes. In line with the annual plan, initiatives focused on the following: assessing the adequacy of the functions involved in the control system relating to broad-based, organisation-wide processes, with the aim of improving key business processes with respect to both operations and control; the logistics, financial and back-office accounting processes adopted around the country; the Group’s procurement processes, starting with the areas governed by the Group’s Interrelations Map, approved by the Board of Directors, and any existing intercompany contracts. In addition, a number of the Company’s projects, including software development programmes of key importance for the business and with regard to compliance with specific regulations, were subject to independent audits. Another of the Internal Auditing department’s objectives was the full evaluation of second-level internal controls carried out by both management as well as specific specialist corporate functions, in order to integrate findings and provide an overall assessment of internal control systems. With reference to the areas covered by Law 262, in addition to assessing the design of administrative accounting procedures, during 2010 Internal Auditing carried out a survey of the application of the controls involved in 21 of the 64 procedures so far issued. The survey took the form of self-appraisals by the related management. The strategic guidelines in the 2011 Plan are substantially in line with the Multi-year Audit Plan for the period 2009/2012, reinforcing the role of Internal Auditing in carrying out third-level controls and overseeing the processes subject to key regulatory restrictions (Legislative Decree 231/01, Law 262/05). Particular attention is given to assessing the status of implementation of the Action Plans drawn up following previous audits and, therefore, the effective solution of the problems already identified. With reference to the areas covered by Legislative Decree 231/01, during 2010 Poste Italiane’s Organisational Model was amended and added to. The changes regarded, on the one hand, the new approach to governance, dubbed “231”, adopted by the Group, with the aim of strengthening the Parent Company’s role in establishing guidelines for its subsidiaries and raising their awareness of the related requirements2, and, on the other, alterations to the Model in response to the addition of a significant number of so-called “reati presupposto” (“relevant offences”)3. In particular, in addition to establishing new criteria regarding the composition of subsidiaries’ Supervisory Boards and the selection of board members, the existing Organisational Model has been supplemented with a list of the business processes potentially at risk of the further types of “231” offence introduced into the specific regulatory framework, and with details of the relevant organisational and management solutions, at once ensuring that the Model is in line with developments both within the Group and in the external environment (jurisprudence, acknowledged business practice, new interpretations). 2. Update approved by Poste Italiane SpA’s Board of Directors on 22 February 2010. 3. Update approved by Poste Italiane SpA’s Board of Directors on 26 July 2010. Poste Italiane | Annual Report 1. Corporate Governance 15 Significant progress was made during the year with regard to strengthening and extending oversight of the various areas exposed to the risks represented by the offences identified by Legislative Decree 231/01. A number of the related projects, which are often wide-ranging, were either completed or were close to completion, including Anti-Money Laundering, the MiFID project and new anti-terrorism measures, etc. In addition, in order to improve the quality of the periodic reports provided to the Supervisory Board on the relevant processes, great attention was given to a review of information flows, and the gradual extension of the flows to the different areas of exposure within the Group. Finally, during the second half of the year, Group companies initiated the process of renewing their Supervisory Boards, in line with the new guidelines introduced by the Parent Company and the related best practices. Similarly, the relevant functions within Poste Italiane SpA began providing advice relating to “231” to its principal investee companies. The existing risk management and control system for financial reporting pursuant to art. 123 bis, paragraph 2, letter b of the Consolidated Law on Finance. Consistent with standard “COSO”4 methodology as adopted by Poste Italiane, the risk management and internal control systems relating to financial reporting5 are an integral part of the system described above for all of those components that, with reasonable certainty, assure the reliability, accuracy and timeliness of financial reporting. The qualities of these systems (the “System”), however, are not treated as separate elements but rather as parts of a whole. Further to the information provided above on the Company, the identity of Poste Italiane’s shareholders, the model of corporate governance and the resultant implications, such as being audited by the Court of Auditors, it should be noted that the Group operates in multiple sectors (postal services, banking, insurance and telecommunications), each of which is subject to specific supervisory and regulatory regimes as implemented by the respective regulators (including the CONSOB, the Bank of Italy and ISVAP). In addition, Poste Italiane’s operating structure is basically characterised by the existence of multiple corporate functions and Group companies, engaged in product development, and a widespread, capillary network throughout Italy. Public Sector entities form a significant customer segment. As a result, Poste Italiane’s financial reporting reflects the size of its business, involving a high number of transactions that are largely executed by employees spread across Italy, who input accounting data through information systems that automatically validate input primarily with respect to certain major contracts and agreements, rates or investment yields on government securities. Protagonists, roles and responsibilities In addition to corporate bodies and internal auditing and control functions (described above), the Manager responsible for financial reporting, appointed pursuant to Law 262/056 by the Board of Directors, and who is also the Chief Financial Officer, 4. The Committee of Sponsoring Organisations of the Treadway Commission (COSO) defines the system of internal control “as a process, effected by an entity’s board of directors, management and other personnel, designed to provide “reasonable assurance” regarding the achievement of objectives in the following categories: effectiveness and efficiency of operations; reliability of financial reporting; and compliance with applicable laws and regulations”. 5. Financial reporting means all accounting information and data appearing in the annual separate and consolidated financial statements, the half-year condensed financial statements and all other information relating to the results of operations, financial position and cash flows released to the public, which has been extracted from ledgers and accounting records. 6. Poste Italiane has been classified, pursuant to Legislative Decree 195/2007, as a listed issuer registered in Italy, since 1 January 2008. Consequently, the Company is subject, where applicable, to Legislative Decree 58/1998 (the Consolidated Law on Finance), particularly with respect to articles 154-bis and 154-ter, as amended by the aforementioned Legislative Decree 195/2007, regarding financial reporting. Therefore, the position of Poste Italiane’s Manager responsible for financial reporting, introduced in 2007 with an amendment to the Articles of Association reflecting a voluntary decision made by the shareholders, has become a legal obligation. This has entailed the assignment of additional duties and responsibilities, thereby modifying the process of adaptation undertaken by the Company since the Manager’s appointment. These modifications were approved by the Board of Directors on the recommendation of the CEO, following mandatory consultation with the Board of Statutory Auditors. Directors’ Report on Operations 16 is responsible for the establishment of administrative and accounting procedures and, together with the CEO, certifies their effectiveness and functionality, in addition to the accuracy and correctness of the financial reports which he oversees. The position has also been created for those subsidiaries, which contribute a significant share of the Group’s consolidated net assets, income and cash flows7. The Manager responsible for financial reporting is supported by the System of Accounting Controls function, which forms part of Accountancy and Control, in analysing potential risks to the reliability of financial reporting. This is supplemented by the reports sent periodically by the various other protagonists involved in managing the various types of risk. Furthermore, a number of Poste Italiane’s corporate functions are involved in different aspects of the system of internal control, with varying roles and responsibilities depending on their classification into three levels, which is also reflected in the structure of monitoring activities described below: Line or first-level controls Poste Italiane’s corporate functions are each responsible for the System’s application, thus assuring the execution of line or first-level controls as required by the previously cited administrative and accounting procedures. The Head of the Chief Information Office plays a role of prime importance in this connection, since he is responsible for the IT systems that support financial reporting and is required, at least once a year, to provide the Manager responsible for financial reporting with an attestation regarding the reliability of the system of internal controls as regards information technology; Second-level controls The processes relating to risk analysis and management at Poste Italiane SpA involve various functions with responsibility for overseeing categories / areas of risk based on approaches and models that are specific to their area of responsibility, and whose activities are at various stages of progress. These functions include: • Risk Analysis and Security Intelligence which, adopting the international Enterprise Risk Management model, carry out an analysis of operational risks at Company and Group level through a process of Risk Self Assessment of the various risk factors, in terms of probability of occurrence and potential impact; • BancoPosta’s Risk Management function oversees operational risk at BancoPosta, in line with the measurement models proposed by the Bank of Italy, partly based on the collection and analysis of historical data regarding internal and external operating losses, integrated with an analysis of the Business Environment and with self-assessments carried out by the various departments involved in the processes linked to BancoPosta products. In a financial context, the function oversees the liquidity, interest rate, credit, counterparty, market and exchange rate risks to which both BancoPosta and the Corporate functions are exposed, despite the investment restrictions in place. The risk of BancoPosta’s non-compliance with regulatory requirements falls within the responsibility of BancoPosta’s Compliance function. 7. Poste Vita, SDA Express Courier and Postel. Poste Italiane | Annual Report 1. Corporate Governance 17 Third-level controls • Internal Auditing reports to the CEO with a functional reporting line and through the Chairman to the Board of Directors. It supports the Manager responsible for financial reporting through continual quality assurance of the design and functioning of controls over accounting procedures that form the basis of financial reporting. Given the department’s organisational independence and autonomy, it is in a position to evaluate the adequacy of the design and effective application of administrative-accounting control procedures. Its work is based on an audit plan that covers existing procedures, in addition to incorporating any audit tests specifically requested by the Manager responsible for financial reporting, with whom methods and audit criteria are agreed. Audit findings are promptly reported to the Manager responsible for financial reporting in an agreed manner and format and are reported at least every six months to the Board of Directors through the Chairman; • BancoPosta’s Internal Auditors coordinate their activities with Internal Auditing to assure adequate periodic reports to the Manager responsible for financial reporting on the evaluation of the functionality of all internal control systems relating to BancoPosta. Finally, Group companies have established and maintain their own systems of internal control over financial reporting, the effective application of which is assured by certain of those companies through a manager responsible for financial reporting. Each company specifically assures the correctness of financial information and the reliability of any additional information for annual and interim consolidated financial statements and the report on operations. Certain of the companies also have Audit, Risk Management and Compliance units similar to those of the Parent Company, thus replicating the same internal control structure. Principal characteristics of the Poste Italiane System Generally the System embodies “cross-functional” components across Company and/or Group processes and operations (job descriptions, powers and delegations, etc.) and the individual processes used for financial reporting. In accordance with the principles adopted by Poste Italiane, the System consists of the following components: Control Environment, Risks and Control Activities, Information and Communication and Monitoring. Control Environment: the general environment in which Poste Italiane’s staff perform their duties. It encompasses integrity and other of Poste Italiane’s ethical values, its organisational structure, system of attributing and exercising authorities and responsibilities, the segregation of duties, staff management and incentive policies, personnel competence and, more in general, its corporate “culture”. Other factors characterising the control environment at Poste Italiane, which are of particular importance for the internal control system applied to financial reporting, are primarily: • Organisational Models pursuant to Legislative Decree 231/01 described above and the relevant corporate procedures. One of the internal controls foreseen by legislation is the segregation of duties, which is applied in accordance with the importance and nature of the relevant activity in order to avoid organisational over-concentration of powers and the need for additional controls, even after taking the geographical dispersion of activities throughout Italy into account. The segregation of duties is of fundamental importance for certain activities, regardless of their effects on financial reporting, for the safeguarding of assets and, in general, fraud prevention; • the Group's Code of Ethics, as supplemented by the Group Suppliers and Partners Code of Conduct, which protect Poste Italiane against litigation and court orders arising from breaches of trust; Directors’ Report on Operations 18 • the organisational structure of Poste Italiane and Group companies as reflected in organisational charts, service orders, organisational notices and procedures, which determine the duties and responsibilities of corporate functions; • the system for delegating powers, which entails the delegation of powers to the heads of the various functions with respect to their activities, by the granting of special powers of attorney to specific persons; • the Group’s Interrelations Map, which incorporates a system of behavioural and technical rules guaranteeing the standard application of corporate governance through coordination of decision-making processes regarding aspects, issues and activities of strategic interest and/or importance, or whose impact may involve significant financial risks for the Group. In addition to the above, and of a more general nature, an in-house set of standards and principles has been developed for the regulation and implementation of the position of the Manager responsible for financial reporting. Specifically: • Guidelines for the Manager responsible for financial reporting, as reported to the Board of Directors, which determine the powers, resources, duties and relationship of the Manager with corporate and control bodies, corporate functions and Group companies, in compliance with the Articles of Association. The Guidelines are consistent with the standards of the Italian association of chief executive and financial officers (Associazione nazionale direttori amministrativi e finanziari or “ANDAF”). The Guidelines require that the Manager responsible for financial reporting be selected from among the Company’s managers and have senior management responsibilities. The Manager must have direct responsibility for administrative, accounting, tax and management control units. The Manager’s appointment may only be revoked for due cause. Finally, the Manager must be given full and unfettered access to all corporate information deemed relevant for the pursuit of his duties; • the Financial Reporting Model of Governance and Control (the “Model”) issued by the Manager responsible for financial reporting, together with the head of Human Resources and Organisation, which sets out the method of coordination, within the Group, of processing, preparing and controlling accounting records, in addition to the principles applied by Poste Italiane for the establishment and maintenance of suitable internal controls over financial reporting. The Model incorporates the COSO Report recommended by Confindustria (the Confederation of Italian Industry) in the guidelines for the duties of the Manager for financial reporting, pursuant to art. 154 of the Consolidated Law on Finance and by ANDAF in a position paper on the manager responsible for financial reporting, entitled “Il Dirigente Preposto alla redazione dei documenti contabili e societari”. As required by the Model, the Manager has developed and distributed “Procedural and Operational Guidelines” throughout the Group, describing the analytical criteria, operational procedures and a selection of instruments to be used in one way or the other by the functions and personnel involved in the implementation, verification and revision of the System. The objective of the document is to provide guidance on the practical implementation of the methodological principles adopted. The Manager responsible for financial reporting has developed procedures based on these principles that regulate Poste Italiane’s administrative and accounting processes and the related controls described below. Finally, the Chief Financial Officer (the Manager responsible for financial reporting) is invited to attend meetings of the Board of Statutory Auditors and is a member of the Supervisory Board’s Technical Secretariat, thus assuring a reciprocal and effective exchange of information. He is also a member of the Finance Committee and chairs the Financial Risk Committee. The Finance Committee has a consultative function and provides strategic guidance to and supervision of Poste Italiane and the Group in addition to the development of “Operational Guidelines for Financial Management” for approval by the Poste Italiane | Annual Report 1. Corporate Governance 19 Board of Directors, whereas the Financial Risk Committee assesses and monitors the Group’s overall exposure to financial risks, and verifies compliance with the Operational Guidelines for Financial Management. Risk and Control Activities: Poste Italiane identifies and analyses risk through a structured process, which is implemented and supported by various corporate functions that are strictly complementary to each other. A detailed description of risk management is contained in the section “Risk Management for the Group and Poste Italiane SpA” and note 3 of both the separate and consolidated financial statements for financial risks in the strictest sense of the term (credit, interest rate, liquidity and counterparty risk, etc.). It should be noted, in that connection, that Poste Italiane uses certain consolidation methods that permit the integrated and synergistic assessment and management, at Group level, of the principal risks inherent in its business processes. As explained above with respect to Corporate Protection Risk Analysis and Evaluation and BancoPosta Risk Management, corporate functions complement each other with respect to support for other corporate functions and Group companies, in as far as operational risk analysis, assessment and management is concerned. The method used is based on management’s risk control self-assessment. In May 2010 Risk Analysis and Security Intelligence began the ERM Task Force project, aimed at significantly improving the Enterprise Risk Management process in terms of organisation, methodology, analysis and technology. The goal is to reinforce the processes, tools and procedures needed to enable the full assessment and quantification of the levels of exposure to the various types of risk. BancoPosta’s Risk Management has adapted this method, which was developed through the dissemination of specific models and guidelines, in order to ensure compliance with regulatory requirements for the providers of banking services. BancoPosta also has a specific organisational unit, named Projects, Processes and Procedures, for defining and reviewing procedures in accordance with the applicable laws and regulations. During the second half of the year, BancoPosta, in parallel with other initiatives, began the process of drawing up a detailed definition of the unit’s role in setting policy and providing guidelines, identifying solutions capable of ensuring the separation of control processes from those relating to operations, and achieving the more general goal of establishing more specific and organic rules governing business processes and procedures. The structure of BancoPosta’s organisation and controls is, in any event, evolving, in line with the scenario described in other parts of this document. Poste Italiane also has specific organisational units to assure its assets and data are safeguarded. Their work in this connection entails both the detection of internal and external (e.g., theft) criminal acts, preventative measures, the development of policy and procedures and the analysis of potential vulnerability and critical events, above all in connection with data protection. Finally, changes are being made with regard to the various specialist functions with responsibility for safety at work. The assessment of the risk of errors in financial reporting is carried out in connection with the development of administrative and accounting procedures, conducted by the above-mentioned System of Accounting Controls function, which forms part of Accountancy and Control. The documents are issued by the Manager responsible for financial reporting in conjunction with Human Resources and Organisation and regulate, among other things, line (first-level) accounting controls of the various corporate functions involved in the preparation of financial statements. The purposes of these procedures are, particularly, to: • regulate administrative and accounting aspects of the relevant processes, through identification of the roles and responsibilities of the functions involved, by defining and describing their activities, the information systems used and the controls required to reasonably assure the correctness and reliability of financial reporting; Directors’ Report on Operations 20 • provide a method for monitoring by the process owner and independent verification. The Manager responsible for financial reporting has commenced a rationalisation of these procedures in order to sharpen their focus on controls over certain objectives (the so-called “assertions” of financial statements)8. The phases of the rationalisation are: • the identification or updating, starting from the general ledger accounts and the component captions of the financial statements, of the various processes that, directly or indirectly, relate to the elaboration and preparation of financial reports, by mapping the processes in decreasing order of relevance with respect to quantitative (effect on the income statement and/or financial position and cash flows) and qualitative factors; • the identification or updating, for each process identified, of activities and inter-related administrative-accounting controls with respect to the above-mentioned assertions of financial statements inherent in these processes, which are then formalised as a specific procedure and control. Controls intended to prevent irregularities that can cause errors in financial reporting are then classified as “preventative”; those intended to identify irregularities that have already occurred are “subsequent”. A distinction is also made between “manual” and, for those controls made by information systems used for the processes, “automated”; • the assessment, which is conducted at the same time as the previous phase, of the effectiveness of existing controls in the mitigation of the inherent underlying risk of error, which is the inability to achieve one or more assertions of financial statements. In the event that existing controls are found to be inadequate, other so-called “actual” controls are specifically designated to assure the overall adequacy and effectiveness of the system of internal control over the process; • the documentation, for each procedure, of the analysis conducted for the identification and assessment of risks is prepared in the form of a matrix showing how risks and controls are related (the risk-control matrix). The risks are then assessed in terms of their potential effect and probability of occurrence, as shown by quantitative and qualitative variables, on the assumption of no controls; • the verification of the effectiveness and testing of controls by the independent Internal Auditing department, as a part of its annual audit plan, or by the System of Accounting Controls function that reports to the Manager responsible for financial reporting; • periodic reports to the Board of Directors on the state of the System and any planned revisions, including progress on the remedy of areas requiring improvement, at the time resolutions approving separate and consolidated annual financial statements and the condensed interim consolidated financial statements are deliberated. 8. Existence: the assets and liabilities of the enterprise actually exist and the postings to accounts represent actual occurrences; Completeness: all transactions have been recorded in the financial statements; Claims and Obligations: the assets and liabilities of an enterprise represent the company's claims and obligations; Measurement/Recognition: measurement means that items have been recorded in the financial statements in compliance with the relevant accounting standards (IAS/IFRS) applied in an appropriate and pertinent manner; recognition means that value of transactions is correctly computed, accurately recorded, posted to the ledgers and documented; Presentation and Disclosure: financial statement items are correctly designated, classified and described and, where applicable, analysed and commented on in the notes and are released together with the most recent information needed for a complete representation of the company’s earnings and net assets. Poste Italiane | Annual Report 1. Corporate Governance 21 The current status of the project is that certain administrative-accounting processes have been identified as important and are currently being tested for effectiveness. The managers responsible for financial reporting appointed at more important Group companies have also started the same project as the Parent Company, for the revision of controls using the methods advised by the Parent. At the end of each annual and half-year reporting period, each of these Group company managers responsible for financial reporting issues a certificate jointly signed by the company’s CEO and with the same wording as the Parent Company’s, as required by the CONSOB. Compliance with ongoing changes in tax rules and accounting standards is provided by specific technical units under Accountancy and Control. Poste Italiane also participates in technical round-table discussions held by major sector associations and professional bodies on administration, taxation accounting and internal control over financial reporting. There is also a system of in-house attestation by Poste Italiane’s Chief Financial Officer (the Manager responsible for financial reporting), which serves as a basis for attestations relating to various aspects of financial reporting. These are issued by the heads of corporate functions and attest to, among other things, the correctness and completeness of accounting records and related reports, in addition to compliance with relevant administrative and accounting procedures. Analogous attestations are also issued by the Group’s senior management. Information and Communication: Poste Italiane’s information flows are supported by information systems that, among other things, collate, classify and record transactions for the purposes of processing as well as preparing and controlling financial reporting. The IT internal control system is based on COBIT methodology9 and covers infrastructure and transversal processes that are typically the responsibility of the Chief Information Office10 (the so-called Company Level Controls and IT General Controls) and the so-called Application Controls over processes that support business. IT Company Level Controls and IT General Controls relate to the processes of development and maintenance planning for hardware and software, the determination of the organisational structure of dedicated units, the acquisition and implementation of IT resources, the provision of services and assistance to users, the monitoring and assessment of objectives. Finally, Monitoring is conducted at various levels that are a function of the roles and responsibilities described above. The Company’s earnings and cash flows are also continually monitored through management reports that, as a result of the organisational structure of the Company, are made by the Accountancy and Control function and other corporate functions through their own administration and control units. 9. COBIT (Control Objectives for Information and Related Technology) is a set of best practices (framework) for information technology management created by the American ISACA (Information Systems Audit and Control Association ) and ITGI (IT Governance Institute) to provide an internationally generally accepted measures for the assessment and improvement a company’s IT governance and control. 10. IT systems relating to human resources are under the direct control of Human Resources and Organisation. Directors’ Report on Operations 22 2. ORGANISATION 2.1 ORGANISATIONAL STRUCTURE OF POSTE ITALIANE SPA Poste Italiane SpA’s organisation breaks down into the following business and corporate functions: Business Postal Services Philately BancoPosta Retail Market Large Accounts and Public Sector Logistic and Digital Services Marketing Corporate Purchasing Public Affairs Legal Affairs Corporate Affairs Accountancy and Control External Relations Internal Auditing Finance Real Estate Internet Strategic Planning Human Resources and Organisation Chief Information Office Security & Safety BancoPosta, Logistic and Digital Services Marketing and Philately are responsible for developing the related products and services and managing a part of the operations involved in their supply. Poste Italiane | Annual Report 2. Organisation 23 Logistic and Digital Services Marketing is also responsible for the provision of innovative and integrated mail services, and for international mail and parcels operations. Postal Services is responsible for planning and managing the logistics process in Italy (mail, express delivery and parcels). The Retail Market and Large Accounts and Public Sector functions are the commercial channels responsible for developing and managing frontline commercial activities for all customer segments. The Retail Market function is also responsible for the activities of the contact centre (Customer Services). Corporate functions are central departments that manage, control and provide business support services. The Company’s organisational model was modified during 2010, with the aim of improving operating efficiency to boost competitiveness and drive the process of developing innovative products and services. The following principal developments took place: • The restructuring of postal operations, reflecting the need to align the operating model with changes in the market environment, resulting from imminent deregulation of the postal market, and the need to take advantage of new revenuegenerating opportunities in the international market. This primarily involved the separation of operating and delivery activities (transport, sorting and delivery), which remain under the responsibility of Postal Services, from marketing and postal product and service development, at both national and international level, which are now handled by the newly created Logistic and Digital Services Marketing function. The establishment of separate departments focusing on specific areas of the business aims to: a) drive the process of developing innovative and new products and services (digital communication, for example), and exploit the potential for integrating traditional products and services with new areas of business by focusing and specialising expertise; b) develop opportunities in international markets by adopting solutions enabling the Company to reduce the time to market, partly to respond adequately to growing competition in the Italian market; c) improve operating efficiency to boost competitiveness, by rationalising logistics assets, reducing operating costs and overheads and improving the quality of services. This aspect is even more important in relation to the recent union agreements, which are currently being implemented and which have redesigned the entire logistics chain (transport, sorting and delivery), with the aim of driving efficiency and supporting business development. In addition, with a view to achieving synergies in the design and development of an integrated offering that covers the full range of logistics services, the Logistic and Digital Services Marketing function has also been handed responsibility for marketing Express Delivery and Parcels products. • Elimination of the Express Delivery and Parcels function, whose responsibilities have been transferred to Postal Services and, as noted above, Logistic and Digital Services Marketing in order to benefit from the end-to-end management of operating and logistics processes and create synergies between Poste Italiane’s mail and parcels offerings. • The restructuring of all Postal Services operations (premises, logistics and delivery), embarked on following the labour union agreement of 27 July 2010, aimed at making mail services more efficient and effective as full deregulation of the sector approaches. The most important aspects of the agreement, which will be described in the section on Human Resources, regard the provision of delivery services five days a week and a network structured around three synergic components. • The integration of back-office and front-end (contact centre) support activities, by placing the Centralised Services Teams, previously operating within Retail Market Area Offices, under the direct control of Customer Services for the Retail Market function. • Completion of the sales and customer service model for the Large Accounts and Public Sector function, involving the adoption of an approach based on a customer/product matrix and the strengthening, at local level, of pre- and after-sales operations and commercial planning. Further initiatives involved: • rationalisation of the central organisational structures of the External Relations, Internal Auditing, Legal Affairs, Security & Safety and Real Estate functions; Directors’ Report on Operations 24 • development of the Internet Project with the creation of an organisational unit to take ongoing charge of activities relating to the Company’s website, with the aim of coordinating the many initiatives and/or actions, and drawing up the development strategy for the channel and implementing internal communication initiatives; • modification of the organisational model for BancoPosta’s marketing activities, via the redesign of the functions responsible for the various customer segments (Retail and Business, Corporate and Public Sector). This initiative primarily aims to exploit potential in the small and medium enterprise (SME) market and take advantage of direct contact with sales channels resulting from the review of the commercial model. 2.1.1 RETAIL MARKET The Retail Market function manages the commercial front end for the Retail, SME and the Local Government segments. The organisation of the commercial network and related operational support processes breaks down into three levels: • Multi-regional Area Offices (referred to as Retail Market Area Offices); • Branch Offices; • Post offices (including PosteImpresa offices), which from a commercial point of view are classified as Central, Relations, Transit, Standard, Service or Support offices. 31 Dec 2009 Number Retail Market Area Offices Branch Offices Post offices Workforce 31 Dec 2010 Number Workforce 9 2,851 9 1,774 132 4,834 132 4,704 13,992 58,651 14,005 59,778 All workforce data is shown in full-time equivalent terms. 2010 saw the launch of a reorganisation designed to achieve increased integration of ancillary, support and other shared processes, with the aim of boosting the efficiency and effectiveness of processes and implementing growth strategies based on service quality and value for money. This involved: • The start-up of the gradual creation of a new distribution channel for the business segment, with the opening of PosteImpresa offices (239 at 31 December 2010), representing a physical point of reference for the provision of integrated services to Small and Medium Enterprises, segmented on the basis of turnover or industry sector, and Local Government customers. • The start-up of a reorganisation of Customer Care activities, involving: a) the design of a new organisational model for Customer Services, based on end-to-end management for each product or service (Financial Services and Postal Services/Other Products), offering specialist assistance and reinforcing the services provided to internal customers (post offices and the sales force); b) the progressive closure of four Contact Centres (Milan, Bari, Cagliari and Florence). • In order to boost the effectiveness of the assistance provided to post offices with simpler organisational structures (Service and Support), the commercial support model was revised by creating a specific role (the Post Office Channel Specialist), with responsibility for providing support for post offices in handling complex transactions and in developing customer loyalty marketing products and services. • The gradual rollout of the new SDP (Service Delivery Platform) counter system, optimising service delivery by reducing processing times, facilitating the offer of new products and services, improving the time to market and, in terms of Poste Italiane’s technology infrastructure, centralising the control of applications, facilitating development, testing and operating processes. Poste Italiane | Annual Report 2. Organisation 25 • The execution, based on the provisions of the agreement with the labour unions dated 27 July 2010, of the transfer from Postal Services to the Retail Market function of the Decentralised Distribution Centres serving less than 3 zones, which will report to the manager of the relevant post office and, from an operational viewpoint, to the Area Delivery Manager with responsibility for the related area. RETAIL As well as comprising the main sales channel for postal and financial products and services to retail customers, in small communities post offices are also points of reference for social purposes and public services. Back-office activities are partly carried out at post offices, and partly at 15 specialist service centres (Centralised Services Teams) spread around the country and, as noted above, recently placed under the control of the Customer Services. These centres, which have been created with the goal of streamlining, standardising and speeding up after-sales activities for financial services, also deal with opening current accounts and ancillary services, loan and mortgage approval processes and certain after-sales activities. The above Teams carry out these activities for both retail and business customers (SMEs and Local Government entities). In order to improve service quality and develop the network’s commercial potential, by differentiating service provision from activities offering higher added value, special “Financial Products” areas have been created within post offices. These spaces are used exclusively to offer value added financial products and services aimed at retail customers. At 31 December 2010 the number of these areas, managed via a highly advanced reporting system designed to promptly monitor commercial performance, amounted to 4,273, with around 180 in the process of being set up. ENTERPRISES AND LOCAL GOVERNMENT During 2010 the management model for the SME market segment, covered by the Retail Market function, was launched. This envisages the georeferencing of all SME and Local Government customers in relation to approximately 480 highly specialised, integrated physical locations (divided between Offices and Areas). In addition to counter staff, PosteImpresa offices (which represent an evolved form of the pre-existing PosteBusiness offices) also offer: • specialists in each industrial sector with responsibility for establishing direct relations with customers with a view to acquiring new business and developing relations with actual and prospective customers in the various sectors: communication, marketing, services and B2B (association, advertising and press agencies, private educational institutes, sports centres, wholesalers, etc.); Ho.Re.Ca11 and B2C (hotels and restaurants, entertainment providers, retailers, etc.); companies (manufacturers, utilities, construction, transport, etc.); professionals and property managers. • Enterprise and Local Government sales personnel, with responsibility for managing and developing the accounts assigned to them and acquiring prospective customers. Moreover, each geographical area has a commercial organisation focusing on business customers, providing a link between central departments and Business Offices and Areas, disseminating commercial policies, offering specialist support to the channel in marketing the offering, carrying out surveys of the market and of changes in customer needs, and checking on the progressive implementation of commercial strategies at Area Offices level. 11. Ho.Re.Ca., the acronym for Hotellerie-Restaurant-Café, indicates enterprises operating in the hotel or food and beverage sectors. Directors’ Report on Operations 26 Geographical distribution of post offices and Branch Offices 356 Geographical distribution of Areas 371 4 1 1,112 8 1,488 12 994 10 5 462 5 1,030 11 535 4 171 2 2,022 19 71 496 289 2 458 4 Lombardy Area Based in Milan 2 North Western Area Based in Turin: Piedmont Valle d’Aosta Liguria Central Area 1 Based in Florence: Tuscany Umbria 9 495 5 1,053 9 187 2 705 6 855 855 12 Central Area Based in Rome: Lazio Sardinia Abruzzo Southern Area 2 Based in Palermo: Sicily Post offices Branch Offices North Estern Area Based in Venice: Veneto Trentino Alto Adige Friuli Venezia Giulia North Central Area Based in Bologna: Emilia Romagna Marche Southern Area 1 Based in Bari: Puglia Molise Basilicata Southern Area Based in Naples: Campania Calabria 2.1.2 LARGE ACCOUNTS AND PUBLIC SECTOR The Large Accounts and Public Sector function is responsible for developing business with Large Account, Central Government and some Local Government customers. As mentioned above, with the aim of better tailoring the offering to the needs of the different customer segments, in 2010 the Group launched an organisational model that envisages, alongside account managers, the presence of sales personnel specialising in individual products, and the introduction of pre-sales, after-sales and commercial planning teams at local level. The organisational model for sales forces envisages two geographical areas for Large Account and Local Government customers (Northern and Central-Southern), an area covering Partner Channels and one for Central Government customers. 2.1.3 POSTAL SERVICES Postal Services is responsible for planning and managing the integrated logistics chain (mail and parcels), overseeing the entire process of collecting, transporting, sorting and delivering postal products. The logistics network is organised on two levels, the first of which deals with coordination and is represented by Area Logistics Offices responsible for one or more regions, whilst the second is operational and includes sorting centres (mechanised and manual) and urban and provincial Distribution Centres. Following the union agreement of 27 July 2010, the Company has embarked on a restructuring of logistics and operations, based on provision of the postal service five days a week. The restructuring aims to: • support development of new product and service offerings in line with the diversification of demand; • guarantee, in the country’s major cities12, deliveries throughout the working day (from 8.00am to 8.00pm from Monday to Friday) and offer the delivery of certain types of mail on Saturday morning; 12. In provincial capitals and municipalities with more than 30,000 inhabitants. Poste Italiane | Annual Report 2. Organisation 27 • implement the necessary efficiency improvements to achieve an adequately sized workforce. In this context, revisiting the supply chain will result in a different distribution of the qualitative and quantitative mix of facilities around the country, in terms of both sorting centres (mechanised or manual) and delivery offices (Distribution Centres). With regard to the configuration of the logistics network13, the project envisages substantial reconfirmation of the existing 21 Sorting Centres, which process domestic mail, and of 15 Priority Centres, whilst the remaining 20 Priority Centres and all 42 Delivery Logistics Centres are to be closed. The sorting operations carried out by the centres to be closed are to be transferred to Sorting Centres, with the remaining mail collection, local notification and transport services to be handed over to the nearest Distribution Centres, which will be renamed Master Distribution Centres. The Coding Service Centres currently located within the Delivery Logistics Centres and Priority Centres to be closed will be transferred to the Operations departments of the nearest Area Logistics Offices. The Coding Service Centres located at the renamed Master Distribution Centres will remain where they are. A total of 6 Priority Centres and 28 Delivery Logistics Centres were closed in 2010, whilst the same number of Master Distribution Centres were established. 31 Dec 2009 31 Dec 2010 Number Workforce Number Area Logistics Offices(*) 11 1,686 9 1,908 Sorting Centres 22 11,479 21 10,931 Priority Centres 35 2,943 29 2,457 Delivery Logistics Centres 42 1,611 14 605 3,870 50,027 3,457 48,929 Delivery Offices(**) Workforce All workforce data is shown in full-time equivalent terms. (*) From the end of 2010 the figure for the workforce also includes Coding Service Centres, which at 31 December 2010 reported to the the Operations departments of Area Logistics Offices, following the closure of the Priority Centres and Delivery Logistics Centres to which they previously referred. The geographical distribution at 31 December 2010 is as follows: Piedmont, Valle d'Aosta and Liguria; Lombardy; Veneto, Trentino Alto Adige and Friuli Venezia Giulia; Emilia Romagna and Marche; Tuscany and Umbria; Lazio, Abruzzo, Molise and Sardinia; Campania and Calabria; Puglia and Basilicata; Sicily. (**) Delivery staff include 41,429 postmen and women and delivery supervisors (42,855 at 31 December 2009). As regards delivery, beyond the conversion of 70 Distribution Centres into Master Distribution Centres, with the aim of handling not only mail delivery, but also transport, collection and notification services in the local area, the existing structure of Distribution Centres is to remain substantially the same. After a three-week trial period from the end of September, involving 10 Distribution Centres, from 2 November 2010 the reorganisation of Delivery Centres got underway, in accordance with the plan that provides for fifteen-day windows for implementation through to completion in May 2011. At 31 December 2010, 386 Distribution Centres, out of the 917 planned, had started operating according to the guidelines in the new operating model. Rollout of the Electronic Postman project continues. At 31 December 2010 a further 350 provincial Distribution Centres had been computerised, involving approximately 6,500 postmen and women. By the end of 2010 a total of 591 Distribution Centres had been equipped, covering approximately 18,500 postmen and women. Further progress was recorded in transferring the process of delivering “undelivered” mail (not delivered during normal delivery rounds, due to temporary unavailability of the addressee) from post offices to Distribution Centres. The project affected a further 81 Distribution Centres during the year (95 Centres had completed the transfer at 31 December 2009), making a total of 176. 13. The facilities in operation on the date the agreement was signed (27 July 2010) break down as follows: Sorting Centres, which use highly automated equipment to sort bulk, business, priority and registered mail; Priority Centres, where mail classified within the J+1 service standard originating out of area is sorted manually before delivery within the local area (cities and provinces in which Priority Centres are located); Delivery Logistics Centres, logistics hubs for mail collection, notification services in the local area and transport. Directors’ Report on Operations 28 Finally, the International Sorting Centre in Milan has been closed, resulting in the transfer of the handling of inbound and outbound international mail to the Sorting Centre at Milano Peschiera Borromeo. In addition, the number of Area Logistics Offices has been reduced from 11 to 9, following closure of the offices in Sardinia and Calabria and the transfer of the related activities and responsibilities to the Central and Southern Area Logistics Offices. Distribution of Area Logistics Offices Distribution of Postal Network Centres SC PC DLC Piedmont - Valle d’Aosta - Liguria 3 3 - Lombardy 3 1 2 Triveneto 3 5 1 Emilia Romagna - Marche 2 2 5 Tuscany - Umbria 2 4 3 Lazio(*) - Abruzzo - Molise - Sardinia 3 7 - Campania - Calabria 2 3 2 Puglia - Basilicata 1 2 1 Sicily 2 2 - Total 21 29 14 (*) The Priority Centres include the Romanina and Portonaccio printing centres in Rome (logistical support centres hosting the remaining manual processes). 2.1.4 OTHER BUSINESS FUNCTIONS The Logistic and Digital Services Marketing, BancoPosta and Philately functions are centralised departments which – in the latter cases, both directly and via a number of Group companies that report to them – create, design and manage the Group’s ranges of postal and parcel/express delivery products and services, financial services and philatelic products. These functions also carry out certain operations involved in their areas of business at facilities located around the country, as shown below. Logistic and Digital Services Marketing is responsible for eleven Service Centres, including nine providing integrated mail services (the Integrated Notification Service and the Regularisation of Immigrant Workers) and two Electronic Communication Service Centres, which primarily manage operations relating to a number of online mail services. There are also a number of operating units called Area Notification Centres, located around the country. Based on a multi-service platform, these centres offer value added services to businesses and Public Sector customers. Logistic and Digital Services Marketing is also responsible for the International Operations function, which has responsibility for development of the postal business through agreements with other providers, and for coordinating the logistical, accounting and quality control processes involved in international mail services. BancoPosta operates: • four Unified Service Automation Centres, where the bills paid at post offices are sent and processed; • two Cheque Centres for the processing of cleared cheques. Poste Italiane | Annual Report 2. Organisation 29 2.1.5 CORPORATE FUNCTIONS Corporate functions work closely with the business functions in order to provide support across all areas of business with the aim of ensuring the smooth running of the Company. Certain functions (Human Resources and Organisation, Purchasing, Internal Auditing, Chief Information Office, Real Estate and Security & Safety) also have their own local units responsible for the correct operational implementation of guidelines laid down by the respective central functions. 2.2 STRUCTURE OF THE POSTE ITALIANE GROUP 100% 100% Postecom SpA Postel SpA 10% 70% Poste Tributi ScpA 100% PostelPrint SpA 85% Docutel SpA 37% 17% C-GLOBAL SpA 51% Address Software Srl 0.25% (*) (**) SDA Express Courier SpA (*) 39% CLP ScpA 100% Poste Link Scrl Kipoint SpA 5% Mistral Air Srl Postel do Brasil Ltda Europa Gestioni Immobiliari SpA 55% 45% PosteTutela SpA 100% Poste Vita SpA 70% 100% 100% 50% Italia Logistica Srl PosteShop SpA 100% Poste Assicura SpA 28.57% Uptime SpA Poste Energia SpA 100% BancoPosta Fondi SpA SGR PosteMobile SpA 100% 49% Consorzio per i servizi di Telefonia Mobile ScpA 51% Telma-Sapienza Scarl (**) 32.45% Innovazione e Progetti ScpA 15% On 31 December 2010 Poste Italiane Trasporti SpA was merged with and into SDA Express Courier SpA. On 5 November 2010 Poste Italiane SpA subscribed a capital increase out by Telma Sapienza Scarl, thus becoming a member of the consortium. Directors’ Report on Operations 100% 5% Docugest SpA 37% 99.75% 51% 15% 10% 15% 100% 100% 30 3. FINANCIAL REVIEW 3.1 RISK MANAGEMENT FOR THE GROUP AND POSTE ITALIANE SPA MACROECONOMIC ENVIRONMENT Having exited from recession, in 2010 the euro-zone economy slowly returned to growth. The pace of recovery in the various countries is not, however, uniform and the financial crisis that has hit the economies of certain EU countries (Greece and Ireland) has contributed to a further destabilisation of the economic environment and the creation of market uncertainty. After the serious difficulties of the last two years, Italian GDP growth came in ahead of expectations in 2010, thanks to the positive contribution from gross fixed investment and exports of goods and services, which showed strong growth. In 2011 the recovery is forecast to be again strongly export-led, given that the fragility of the labour market (high levels of unemployment) and curbs on public spending will preclude any significant increases in consumer spending or public investment. This economic uncertainty has provided the backdrop to Poste Italiane SpA’s operating and financial performance, resulting in a negative impact on demand for products and services from retail and business customers and from the Public Sector which, due to Government measures designed to cut the deficit, has had to rein in spending. MARKET CONDITIONS AND COMPETITION The Italian postal system is undergoing a number of important changes reflecting the development of Information Technology, which has led to the progressive replacement of traditional forms of communication, the deregulation of postal services (from 1 January 2011) and the recession, which has further depressed the already low volumes of mail in Italy. Full deregulation of the postal market, as required by EC Directive 2008/6/CE, will lead to increased competition, above all in the most profitable urban areas, where the market has, however, already been penetrated to varying degrees by the Company’s competitors. These competing providers are expected to introduce new commercial offerings with the aim of increasing their share of the market. Whilst volumes decline, due to competition and growth in alternative forms of communication, the cost of providing the Universal Service will continue to be borne by Poste Italiane SpA. In response to these structural changes in the postal market, Poste Italiane SpA has leveraged its access to new technologies, and its uniquely widespread footprint around the country, to develop a business model capable of meeting a broad range of market needs: to communicate, to send goods, to make payments and to offer financial services, integrating these functions in order to provide a full range of service combinations to serve the different customer segments. Poste Italiane | Annual Report 3. Financial review 31 FRAUD AND EXTERNAL EVENT RISKS Poste Italiane SpA pays great attention to security in order to protect its staff and the Company’s assets, and deal with the risks deriving from fraud or criminal actions committed by external agents. These risks are monitored and mitigated via the anti-phishing system, which identifies any attempts at phishing for customers’ details, the Security Control Room, customer awareness campaigns, heightened fraud prevention initiatives and an increased internal investigation capacity, as well as greater coordination with the police and magistrates. Particular attention is paid to risks deriving from fraud within the Company, which has adopted specific prevention initiatives. FINANCIAL RISK MANAGEMENT Definition and optimisation of the financial structure, over both the short and medium/long term, and management of the Group’s related cash flows is the responsibility of the Parent Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of the Group’s financial assets and liabilities is primarily attributable to the operations of the Parent Company and the insurance subsidiary, Poste Vita SpA. Balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. From an organisational viewpoint, risk management is the responsibility of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; • a Risk Measurement and Control function carried out by appropriate functions established within the Parent Company and the subsidiaries that provide financial and insurance services (BancoPosta Fondi SGR SpA and Poste Vita SpA), and that operates on the basis of the organisational separation of risk assessment from risk management activities. The results of these activities are examined by the relevant advisory committees, which are responsible for carrying out an integrated assessment of the main risk profiles. The outcomes of these assessments are then examined by a Financial Risk Committee set up by the Parent Company. With regard to the Parent Company, financial transactions primarily regard BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the Company’s own name but subject to restrictions on the investment of the liquidity in compliance with the applicable legislation14, the management of collections and payments in the name and on behalf of third parties, the funding of assets and the investment of its own liquidity. In 2010 BancoPosta was engaged in reinvesting the funds deriving from maturing government securities and in the trading of securities designed to progressively match the maturity profile of the portfolio with the new investment model approved by the Board of Directors in April. This new investment profile is, among other things, based on the results of continuous monitoring of the performance of postal current account deposits, and on an updated statistical/econometric model of deposits developed by a leading consulting firm. This model forms the basis of the Company’s investment policy with the aim of mitigating exposure to interest rate and liquidity risk by predicting potential gaps emerging as a result of the need to reconcile risk exposure with the necessity of earning returns linked to the market interest rate curve. 14. The Company is required to invest the funds deriving from postal current account deposits by private customers in euro area government securities, whilst deposits by Public Sector entities are deposited with the MEF. Directors’ Report on Operations 32 The Group’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Parent Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the resulting deposits subject to the same requirements as apply to the investment of deposits by private current account holders. With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries and makes use, via the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. The Group’s business is by its nature exposed to elements of reputational risk, associated mainly with the placement of index-linked bonds issued by other credit institutions and/or insurance policies issued by Poste Vita SpA. In this respect, in July 2008, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), the Parent Company adopted the “consulting service” model, which is currently being implemented. The financial instruments held by the insurance company, Poste Vita SpA, primarily regard investments designed to cover its contractual obligations to policyholders who have taken out classic with profit life policies and index-linked and unitlinked policies. Other investments in financial instruments regard investment of the insurance company’s free capital. Poste Vita SpA’s financial risks relate to separately managed accounts in the Branch I category sold by the company and, as is typical in the insurance business, deriving from the guaranteed minimum returns on investment to be paid to policyholders, and the potential impact on the financial statements of the measurement of the assets in which the technical provisions are invested. The crisis of recent years has had profound effects on the performance of all the financial instruments on the market, especially those whose returns are magnified. These instruments, which are used exclusively, and on a residual basis, by the subsidiary Poste Vita SpA to invest the premiums collected on so-called Branch III policies, are inevitably exposed to higher risk and volatility of their fair value. Even though the Group has developed over time prudential policies in the customers’ best interests, which entails the selection of domestic and foreign issuers solely with investment grade ratings, the situation prompted closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for the customers that, to this day, characterize these products. In this regard, Poste Vita issued over the years Branch III index- and unit-linked policies. For this type of product, issued prior to the introduction of ISVAP Regulation 32/2009, the company does not guarantee capital or a minimum return and, as such, the credit and financial risks associated with them are borne by the customer. The Company has taken steps to safeguard its own and the Group’s reputation and its operating capacity by constantly monitoring changes in the risk profile. Particular attention was given to monitoring certain financial instruments underlying index-linked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99. These instruments bring together different financial positions, including securitisation transactions and credit and financial derivatives, whose performances were affected by the financial and credit market crisis. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, if appropriate the Company is prepared to restructure the instruments in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. In this context, in December 2008 and May 2009 Poste Vita SpA offered policyholders the opportunity to convert certain Branch III policies into Branch I policies providing minimum returns guaranteed by the Company. Further information on financial risk management is provided in the notes to the consolidated and separate financial statements for the year ended 31 December 2010 (note 3 in both documents). Poste Italiane | Annual Report 3. Financial review 33 REGULATORY RISK Given that the Group operates in a range of different sectors (postal, integrated communication services, logistics, financial), it is subject to numerous laws and regulations (specific laws and regulations, including tax and environmental legislation, and regulations issued by regulatory authorities). Compliance with these laws and regulations requires ongoing adjustments to internal processes and procedures, their application to market offerings, initiatives designed to prevent external disputes and appropriate staff training, to list only a few. Regulatory compliance is the responsibility of specific units within the various departments, in addition to the Legal Affairs function. RISKS CONNECTED TO THE MANAGEMENT OF HUMAN RESOURCES The significance of the Company’s staff costs means that any changes in legislation, regarding contributions or other staff-related matters, can have a substantial impact on its operating results. In addition, the Company continues to be involved in labour disputes regarding its use of fixed-term contracts. This has resulted in a number of important labour union agreements designed to resolve the situation. Achievement of the Company’s objectives is dependent on the ongoing development of its staff through training courses and e-learning initiatives designed to enhance the professional skills of the Company’s employees. OTHER OPERATIONAL RISKS Certain trading relations are governed by specific agreements and contracts, some of which have expired. Negotiations regarding the related financial conditions and other aspects of their renewal are often complex. In the case of certain services regulated by legislation and specific agreements or contracts (the Universal Service, electoral tariff subsidies, publisher tariff subsidies), for which the government has undertaken to reimburse a part of the costs incurred by the Company, the amounts payable to Poste Italiane SpA are not always covered by provisions set aside in the government’s budget. Directors’ Report on Operations 34 This section provides a summary of the operating results, financial position and cash flow of the Poste Italiane group and the Parent Company, Poste Italiane SpA, in 2010. 3.2 OPERATING RESULTS INCOME STATEMENT (€m) Poste Italiane group Poste Italiane SpA Increase/(Decrease) Year ended 31 Dec % Amount 2009 2010 (2.0) (210) 10,344 10,134 33.6 2,393 7,112 9,505 Revenues from sales and services Earned premiums (18.5) 2.4 8.7 1.9 (449) 5 1,739 48 2,431 211 20,098 2,550 1,982 216 21,837 2,598 Other income from financial and insurance activities Other operating income Total revenue Cost of goods and services 18.1 1,564 8,626 10,190 Net change in technical provisions for insurance business and other claims expenses 27.6 (3.5) (1.4) 30.0 2.2 84 (217) (8) (9) 6 304 6,222 555 (30) 272 388 6,005 547 (39) 278 16.9 271 1,599 1,870 (14.4) 0.6 (27) 1 188 178 161 179 n/s (1.0) 1 - 18.7 26.8 298 184 1,590 686 1,888 870 12.6 114.0 904.0 1,018.0 Year ended 31 Dec 2010 2009 9,572 9,841 n/a n/a 281 169 10,022 1,983 168 194 10,203 2,045 113 (25) (181) (62) 67.3 (12.9) (1.8) (3.0) n/a n/a n/a n/a Other expenses from financial and insurance activities Staff costs Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs 5 5,821 494 (9) 276 1 6,052 504 (10) 212 4 (231) (10) 1 64 n/s (3.8) (2.0) (10.0) 30.2 Operating profit/(loss) 1,452 1,399 53 3.8 Finance costs Finance income 158 144 174 144 (16) n/s (9.2) n/s Profit/(Loss) on investments accounted for using the equity method n/a n/a n/a n/a Profit/(Loss) before tax Income tax expense 1,438 709 1,369 633 69 76 5.0 12.0 Profit for the year(*) 729.0 736.7 (7.7) (1.0) n/a: not applicable. n/s: not significant. (*) Profit is entirely attributable to owners of the Parent, and no portion is attributable to non-controlling interests. Poste Italiane | Annual Report Increase/(Decrease) Amount % (269) (2.7) n/a n/a 3. Financial review 35 OPERATING RESULTS OF THE POSTE ITALIANE GROUP Revenue by operating segment (*) Total revenue Increase/(Decrease) (€m) 2009 2010 Amount Postal Services 5,227 5,065 (162) Financial Services 4,964 4,946 (18) (0.4) Insurance Services 9,376 11,206 1,830 19.5 Other Services Total Poste Italiane group (*) % (3.1) 531 620 89 16.8 20,098 21,837 1,739 8.7 After consolidation adjustments and elimination of intercompany transactions. Group - Total revenue (€m) 22,000 +16.8% 20,000 +9.7% 18,000 16,000 14,000 +29.0% +19.5% +8.0% -0.4% -5.1% -3.1% 12,000 10,000 8,000 6,000 4,000 2,000 0 2008 2009 2010 Postal Services Insurance Services Financial Services Other Services Revenues from sales and services (€m) 2009 2010 Other income from financial and insurance activities Earned premiums Inc./ (Dec.) 2009 2010 Inc./ (Dec.) 2009 2010 Other operating income Inc./ (Dec.) 2009 2010 Inc./ (Dec.) Postal Services 5,210 5,050 (3.1) - - - - - - 17 Financial Services 4,796 4,665 (2.7) - - - 168 281 67.3 - - n/s - - - 7,112 9,505 33.6 2,263 1,701 (24.8) 1 - n/s Other Services 338 419 24.0 - - - - - - 193 201 4.1 Total Poste Italiane group 10,344 10,134 (2.0) 7,112 9,505 33.6 2,431 1,982 (18.5) 211 216 2.4 Insurance Services n/s: not significant. Directors’ Report on Operations 15 (11.8) 36 Postal Services (€m) Poste Italiane SpA intercompany revenues Poste Italiane SpA - external revenue SDA Express Courier SpA intercompany revenues SDA Express Courier SpA - external revenue Postel Group intercompany revenues Postel Group - external revenue Italia Logistica Srl intercompany revenues Italia Logistica Srl - external revenue Mistral Air Srl intercompany revenues Mistral Air Srl - external revenue Poste Italiane Trasporti SpA(*) intercompany revenues Poste Italiane Trasporti SpA - external revenue Total external revenue Total revenue Increase/(Decrease) 2009 2010 Amount % 4,489 (204) (4.3) 297 9 3.1 247 30 13.8 31 5 19.2 1 (2) (66.7) 0 n/a n/s n/s 5,227 5,065 (162) (3.1) 4,709 16 4,505 16 4,693 423 135 438 141 288 349 132 411 164 217 37 11 44 13 26 29 26 42 41 3 31 31 n/a n/a On 20 December 2010 the deed for the merger of Poste Italiane Trasporti SpA with and into SDA Express Courier SpA was executed, with effect for legal purposes from 31 December 2010 and for accounting and tax purposes from 1 January 2010. n/a: not applicable. n/s: not significant. (*) The Poste Italiane group’s Total revenue for 2010, amounting to 21,837 million euros, is up 8.7% on the previous year (total revenue of 20,098 million euros in 2009). This reflects earned premiums which, at Group level, are up from 7,112 million euros in 2009 to 9,505 million euros in 2010 (an increase of 33.6%). Total revenue from Postal Services are down from 5,227 million euros in 2009 to 5,065 million euros in 2010. This performance continues to reflect the fact that the market has reached maturity, with business customers reducing their demand for mail services, post being replaced by other forms of communication (electronic, for example), competitive pressures arising as a result of progressive deregulation of the postal sector, and the difficulties caused by the overall economic situation. Turnover was also adversely affected by new regulations abolishing subsidised tariffs for publishers from 1 April 2010, resulting in a reduction in the volume of mail sent by this category of customer. Financial Services contributed 4,946 million euros to total revenue (4,964 million euros in 2009), with other income from financial activities (up 113 million euros) – designed to stabilise the income generated by the investment in securities of postal current account deposits – largely offsetting the downturn in revenues from sales and services (down 131 million euros). This reduction reflects, among other things, reduced fees earned on the placement of equities and bonds, an activity that the Parent Company only restored during the second half of 2010, partly in accordance with a specific company policy designed to reduce counterparty risk and offer customers products providing greater protection and guarantees. As already noted above, the increase in revenues from Insurance Services, which are up from 9,376 million euros in 2009 to 11,206 million euros in 2010 (up 19.5%), played a key role in driving the Group’s revenue growth. In addition to the continued sale of Branch I and V policies, which together account for over 65% of turnover, the rise in earned premiums reported by Poste Vita (up 2.4 billion euros) was also due to the commercial launch of three new Branch III products, which met with a positive response from customers. Poste Italiane | Annual Report 3. Financial review 37 Revenues from Other Services, generated by ordinary activities unrelated to the three main operating segments, regard, among other things: • 162 million euros (92 million euros in 2009) in revenues generated by PosteMobile SpA from mobile telecommunications services; • 54 million euros (59 million euros in 2009) in revenues deriving from the sale of goods through the “Shop in Shop” network; • 43 million euros (26 million euros in 2009) in revenues from the freight and passenger charter services provided by the airline, Mistral Air SpA; • 31 million euros (29 million euros in 2009) in revenues generated by the collective asset management activities carried out by BancoPosta Fondi SpA SGR. COST ANALYSIS Costs 2009 2010 % inc./(dec.) 2,550 8,626 304 6,222 555 (30) 272 2,598 10,190 388 6,005 547 (39) 278 1.9 18.1 27.6 (3.5) (1.4) 30.0 2.2 18,499 19,967 7.9 (€m) Cost of goods and services Net change in technical provisions for insurance business and other claims expenses Other expenses from financial and insurance activities Staff costs Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs Total costs An analysis of costs and other charges shows an increase of 7.9% (19,967 million euros in 2010, compared with 18,499 million euros in 2009), essentially due to: • an increase in technical provisions for the insurance business (up 1,564 million euros on 2009) which, as they are made to cover charges linked to the payment, by Poste Vita, of obligations and claims and to cover changes in mathematical and technical provisions, are closely linked to growth in earned premiums during the year; • a rise in other expenses from financial and insurance activities (up 84 million euros on 2009), reflecting an increase in impairments following the fair value measurement of financial instruments; • an increase in the cost of goods and services (up 48 million euros on 2009), essentially due to a rise in variable operating costs linked to the growth of PosteMobile’s business and the resulting increase in the subsidiary’s revenues. A breakdown of staff costs is shown in the following table. Staff costs (€m) Salaries, social security contributions and sundry expenses(*) Redundancy payments Net provisions for disputes Provisions to the Solidarity Fund Provisions for restructuring charges Total Income from fixed-term contract agreement Total Staff costs Increase/(Decrease) 2009 5,860 170 198 115 6,343 (121) 6,222 2010 5,806 157 49 59 6,071 (66) 6,005 Amount (54) (13) (149) 59 (115) (272) 55 (217) % (0.9) (7.6) (75.3) n/s n/s (4.3) (45.5) (3.5) n/s: not significant. This includes the following items reported in note 34 to the consolidated financial statements:salaries and wages; social security contributions; staff termination benefits; temporary work; Directors’ fees and expenses; other costs (cost recoveries). (*) Directors’ Report on Operations 38 The ordinary component of staff costs, relating to salaries, wages and sundry expenses, is down 0.9% (a decrease of 54 million euros compared with 2009). This reflects a reduction in the average workforce during the year (a reduction of approximately 2,300 in the average number of staff employed in 2010, compared with the previous year). Net provisions for disputes which, as in the past, are mainly linked to the dispute over fixed-term contracts, primarily regard updated estimates of the liabilities to be incurred essentially by the Parent Company. The estimates take account of both the overall amount of claims payable, and application of the so-called “Collegato lavoro” legislation, which has introduced a cap on compensation payable as a result of current and future claims brought by workers on fixed-term contracts who have been re-employed on permanent contracts by court order. Provisions to the Solidarity Fund have been established following the union agreement of 27 July 2010 relating to the reorganisation of postal services. The provisions have been made within the scope of the Fondo di Solidarietà (the Solidarity Fund established by Ministerial Decree 178/2005) to provide income support for qualifying employees who decide to take early retirement. Provisions for restructuring charges, made by the Parent Company in 2009, regard the cost incurred by the Company in the form of redundancy payments to approximately three thousand staff who left the Company by 31 December 2010. These provisions have been used in full. Finally, staff costs also reflect the reduction in income deriving from agreements between the Parent Company and the labour unions regarding the re-employment by court order of staff previously employed on fixed-term contracts. This item amounted to 121 million euros in 2009, compared with 66 million euros in 2010, marking an overall reduction of 3.5% (down 217 million euros on 2009). The above performance of revenues and costs has resulted in Operating profit of 1,870 million euros (1,599 million euros in 2009), as shown in the following table. After net finance income of 18 million euros, profit before tax amounts to 1,888 million euros (1,590 million euros in 2009). Operating profit: operating segments(*) Increase/(Decrease) (€m) 2009 2010 Amount % Postal Services Financial Services Insurance Services Other Services Eliminations(**) (208) 1,422 272 107 6 (153) 1,390 436 197 - 55 (32) 164 90 (6) (26.4) (2.3) 60.3 84.1 n/s Total Poste Italiane group 1,599 1,870 271 16.9 n/s: not significant. Determined on the basis of the accounting unbundling regime required by art. 7.c.1 of Legislative Decree 261/99, after consolidation adjustments and elimination of intercompany transactions. (**) Elimination of cost incurred by the Parent Company for interest paid to consolidated subsidiaries (recognised by the latter in finance income). (*) Income tax expense is up from 686 million euros for 2009 to 870 million euros for 2010, reflecting an effective tax rate of 46.1% (in 2009 the effective tax rate was 43.1%). The figure for 2009 benefitted from the positive impact generated by the exercise of certain options relating to taxation, which reduced income tax expense by 51 million euros. In addition, the figure for 2009 also reflects the IRES credit of 10.7 million euros deriving from the decision to claim a rebate for excess IRES paid by consolidated companies in 2007, corresponding to 10% of IRAP paid in that year, as permitted by art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. Finally, income tax expense for 2010 also reflects the impact of taxation of the “change in the technical reserves for life policies”, introduced by the amendment to the draft legislation converting the budget measures of July 2010, which added 20 million euros to the tax charge payable by the subsidiary Poste Vita for the year. Profit for the year is 1,018 million euros, up 12.6% on the 904 million euros of 2009. Poste Italiane | Annual Report 3. Financial review 39 OPERATING RESULTS OF POSTE ITALIANE SPA Revenues from sales and services Increase/(Decrease) (€m) 2009 2010 Amount % Mail and Philately Express Delivery and Parcels Total market revenues from Postal Services(*) BancoPosta services Other revenues Market revenues Universal Service Obligation (USO) subsidies(*) Tariff subsidies(*) Total Poste Italiane SpA 3,852 175 4,027 5,039 93 9,159 372 310 9,841 3,855 161 4,016 4,962 105 9,083 364 125 9,572 3 (14) (11) (77) 12 (76) (8) (185) (269) 0.1 (8.0) (0.3) (1.5) 12.9 (0.8) (2.2) (59.7) (2.7) 4,027 4,016 (204) (4.3) (*) Market revenues from Postal Services USO 372 364 Tariff subsidies(**) 310 125 4,709 4,505 Total Postal Services (**) Subsidies for services provided at discounted rates under the relevant legislation. Poste Italiane SpA’s Revenues from sales and services amount to 9,572 million euros, down 2.7% on the previous year (9,841 million euros in 2009). Market revenues are down 0.8% from 9,159 million euros in 2009 to 9,083 million euros in 2010, with Postal Services revenues substantially in line (down 11 million euros compared with 2009) and a bigger decline in BancoPosta’s service revenues (down 77 million euros on 2009). Within the Postal Services segment, the resilience of Mail and Philately revenues (up 3 million euros on 2009), primarily attributable to the good performance of Integrated Services and Direct Marketing that offset the ongoing decline in Unrecorded Mail, contrasts with the reduction of 14 million euros in revenues from Express Delivery and Parcels compared with 2009, reflecting the progressive deterioration in volumes for both the international and domestic markets, and a downturn in publishers’ mailings. BancoPosta’s market revenues are down 1.5% from 5,039 million euros in 2009 to 4,962 million euros in 2010, as growth in income from current accounts (up 43 million euros) was unable to offset the reduction in income from postal savings and investment (down 113 million euros). As noted in the above analysis of the Group’s operating results, the asset and fund management component was also affected by the reduced fees earned on the placement of equities and bonds, an activity that the Parent Company only restored during the second half of 2010, partly in accordance with a specific company policy designed to reduce counterparty risk and offer customers products providing greater protection and guarantees. Postal savings products (the sale of Interest-bearing Postal Certificates and Postal Savings Book deposits managed on behalf of Cassa Depositi e Prestiti) recorded a net inflow of 2.6 billion euros in 2010 (5.5 billion euros in 2009). Universal Service Obligation (USO) subsidies of 364 million euros are, whilst awaiting renewal of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. The tariff subsidies due to the Company as a result of legislation granting access to reduced-rate tariffs for certain sectors (publishers, non-profit organisations, election campaign material) are down from the 310 million euros of 2009 to 125 million euros in 2010. The reduction is due to a decrease in publisher tariff subsidies, which are down from 242 million euros in 2009 to 58 million euros in 2010. As described in greater detail below, during 2010 the publishing sector was affected by a number of major new regulations abolishing subsidised tariffs for publishers from 1 April 2010. The subsidies were then reinstated for charities and non-profit organisations by Law 70 of 22 May 2010, although final determination of Directors’ Report on Operations 40 the subsidies was, however, put off until the issue of a specific Interministerial Decree. The subsidies paid for election candidates are in line with the previous year (67 million euros in 2009 and in 2010). Total revenue of 10,022 million euros (10,203 million euros in 2009) also includes 281 million euros in other income from financial activities (168 million euros in 2009) and 169 million euros (194 million euros in 2009) in other operating income, including 65 million euros from the sale of properties (57 million euros in 2009). COST ANALYSIS Costs (€m) 2009 2010 % inc./(dec.) Cost of goods and services 2,045 1,983 (3.0) 1 5 n/s 6,052 5,821 (3.8) Depreciation, amortisation and impairments 504 494 (2.0) Capitalised costs and expenses (10) (9) (10.0) Other operating costs 212 276 30.2 8,804 8,570 (2.7) Other expenses from financial activities Staff costs Total costs n/s: not significant. An analysis of costs and other charges shows a reduction of 234 million euros from 8,804 million euros in 2009 to 8,570 million euros in 2010. This reflects a reduction in the cost of goods and services (down 62 million euros on 2009), as a result of close monitoring and effective costs controls in line with the Company’s long-standing commitment to containing such costs, and a decrease in Staff costs (down 231 million euros on 2009). The cost of goods and services also includes interest paid to current account holders, which is down 41 million euros following the decision to lower the rate of interest paid from 0.25% to 0.15% from 10 May 2010. Other operating costs of 276 million euros (212 million euros in 2009) include provisions for disputes with third parties, which are made to cover expected liabilities linked to disputes of various nature with suppliers and others. Poste Italiane | Annual Report 3. Financial review 41 Staff costs break down as follows. Staff costs Increase/(Decrease) (€m) Salaries, social security contributions and sundry expenses(*) Redundancy payments Net provisions for disputes Provisions to the Solidarity Fund Provisions for restructuring charges 2009 5,691 170 197 115 2010 5,624 157 47 59 - Amount (67) (13) (150) 59 (115) % (1.2) (7.6) (76.1) n/s n/s Total 6,173 5,887 (286) (4.6) Income from fixed-term contract agreement (121) (66) 55 (45.5) Total Staff costs 6,052 5,821 (231) (3.8) n/s: not significant. (*) This includes the following items reported in note 28 to the separate financial statements: salaries and wages; social security contributions; staff termination benefits; temporary work; Directors’ fees and expenses; other costs (cost recoveries). The ordinary component of staff costs, relating to salaries, wages and sundry expenses, is down 1.2%, primarily, as part of a prudent staff management policy, due to both a reduction in the average permanent workforce during the year (a decrease of 2 thousand full time equivalents or FTEs compared with 2009) and to reduced use of fixed-term staff. In this regard, the Company recruited 10,979 people on fixed-term contracts (12,808 in 2009) in 2010, equal to 10,176 FTEs (12,270 FTEs in 2009), of which 10,898 correspond to 10,095 FTEs pursuant to art. 2, paragraph 1-bis of Legislative Decree 368/200115. The permanent workforce at 1 January 201016 amounted to 147,753 (150,631 at 1 January 2009), equal to 144,902 FTEs (147,922 FTEs in 2009). As previously described in the analysis of the Group’s staff costs, net provisions for disputes take account of both the overall amount of claims payable, and application of the so-called “Collegato lavoro” legislation, which has introduced a cap on compensation payable as a result of current and future claims brought by workers on fixed-term contracts who have been re-employed on permanent contracts by court order. Finally, staff costs also reflect the reduction in income deriving from agreements between the Company and the labour unions regarding the re-employment by court order of staff previously employed on fixed-term contracts. This item amounted to 121 million euros in 2009, compared with 66 million euros in 2010, marking an overall reduction of 3.8% (down 231 million euros on 2009). After net finance income, Profit before tax from ordinary activities amounts to 1,438 million euros (1,369 million euros in 2009). Income tax expense is up from 633 million euros for 2009 to 709 million euros for 2010, reflecting an effective tax rate of 49.3% (in 2009 the effective tax rate was 46.2%). The figure for 2009 benefitted from the positive impact generated by the exercise of certain options relating to taxation, which reduced income tax expense by 42 million euros. In addition, the figure for 2009 also reflects the IRES credit of 10 million euros deriving from the decision to claim a rebate for excess IRES paid by consolidated companies in 2007, corresponding to 10% of IRAP paid in that year, as permitted by art. 6 of the Law Decree of 29 November 2008, converted into Law 2 of 28 January 2009. 15. Art. 2, paragraph 1-bis of Legislative Decree 368/01 requires, among other things, that fixed-term contracts must not represent more than 15% of a company’s workforce at 1 January of the year in which the staff are recruited. In 2009 all fixed-term contracts were entered into in accordance with art. 2. 16. The workforce at 1 January of each year is identical to the workforce at 31 December of the previous year. Directors’ Report on Operations 42 3.3 FINANCIAL POSITION AND CASH FLOW FINANCIAL POSITION AND CASH FLOW OF THE POSTE ITALIANE GROUP The Poste Italiane group’s Net invested capital amounts to 3,397 million euros (3,237 million euros at 31 December 2009), financed entirely by equity. (€m) Non-current assets Working capital Staff termination benefits Note(*) 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) [23] 3,807 876 (1,446) 3,654 1,066 (1,323) (153) 190 123 3,237 3,397 160 Net invested capital (*) Notes to the consolidated financial statements. Non-current assets break down as follows at 31 December 2009 and 2010. (€m) Property, plant and equipment Investment property Intangible assets Investments accounted for using the equity method Non-current assets held for sale Non-current assets (*) Note(*) 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) [5] [6] [7] [8] [16] 3,124 154 514 14 1 2,957 163 521 7 6 (167) 9 7 (7) 5 3,807 3,654 (153) Notes to the consolidated financial statements. Compared with the situation at the end of 2009, Non-current assets report a net decrease of 153.6 million euros as a result of reductions of 589.2 million euros and additions totalling 435.6 million euros. Reductions regard: • sales of Investment property, totalling 11.8 million euros, of Property, plant and equipment, amounting to 3 million euros, and of Intangible assets, totalling 0.4 million euros; • sales of industrial properties owned by the Parent Company and accounted for in Non-current assets held for sale, amounting to 3.7 million euros; • depreciation, amortisation and impairments, totalling 560.6 million euros, of which 377.7 million euros regards Property, plant and equipment, 176.3 million euros Intangible assets and 6.6 million euros depreciation and impairments of Investment property, after reversals of impairments. Impairments of 16.6 million euros include 13.4 million euros relating to the impairment of goodwill arising from consolidation of SDA Express Courier SpA, via the use of provisions made in 2009 to take account of any future deterioration in the indicators used as the basis for drawing up the long-term business plans for the Group companies that provide postal services; • a change in the basis of consolidation, amounting to 9.2 million euros; • adjustments and reclassifications of 0.5 million euros. Additions regard: • investments in Property, plant and equipment, amounting to 247 million euros, primarily by the Parent Company and largely attributable to the purchase of hardware to renew the technology used in the Group’s offices and to the modernisa- Poste Italiane | Annual Report 3. Financial review 43 tion and upgrade of the post office network and other industrial sites; • investments in Intangible assets, amounting to 185.7 million euros, primarily by the Parent Company and regarding the purchase, and entry into service, of both new software applications for the maintenance and development of the technology infrastructure used to support the provision of financial services, and new software applications for innovative Mail, WEB Oriented and BancoPosta services; • acquisitions of Investments, totalling 1.7 million euros, including: 1 million euros for SDA Express Courier SpA’s establishment of Kipoint SpA (with initial share capital of 0.5 million euros and subsequent capital contributions amounting to a further 0.5 million euros); 0.6 million euros deriving from the Parent Company’s subscription of 32.45% of the share capital of Telma-Sapienza Scarl; 0.1 million euros relating to SDA Express Courier SpA’s subscription of 28.57% of the share capital of Uptime SpA; • purchases of Investment property, amounting to 1.2 million euros. Working capital of 1,066 million euros breaks down as follows at 31 December 2010: (€m) Inventories Trade receivables and other current assets Trade payables and other current liabilities Current and deferred tax assets and liabilities Provisions for liabilities and charges Other non-current assets and liabilities Note(*) 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) [11] [12] [13] [25] [26] [39] [22] [10] [26] 53 4,684 (3,578) 198 (1,234) 753 44 4,518 (3,462) 474 (1,264) 756 (9) (166) 116 276 (30) 3 876 1,066 190 Working capital (*) Notes to the consolidated financial statements. The increase in Working capital (up 190 million euros compared with the end of 2009) is primarily due to the following changes: • a net reduction in Trade receivables and other current assets of 166 million euros, due to both the collection of accumulated amounts due to the Parent Company from the Publishing Department of the Cabinet Office, and to a reduction in revenues, and therefore receivables, in the form of fees and commissions due from Cassa Depositi e Prestiti SpA for the collection of postal savings deposits; • an increase in net Current and deferred tax assets of 276 million euros, reflecting fair value losses on investments in securities, and the absorption of deferred tax liabilities on components of Equity, after reclassification to the income statement of the positive balance of the fair value reserve deriving from the sale of available-for-sale securities by the Parent Company. At 31 December 2010 Equity amounts to 4,383 million euros (4,575 million euros at 31 December 2009) and breaks down as follows: • Share capital 1,306.1 million euros; • Reserves (58.4) million euros; • Retained earnings 3,135.4 million euros. Compared with 31 December 2009 Equity is down 191.8 million euros as a result of the following changes. Additions: • profit for the year of 1,017.9 million euros; • changes in the cash flow hedge reserves, amounting to 81.7 million euros net of tax; • the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 50.9 million euros net of tax. Reductions: • changes in the fair value reserves, amounting to 842.3 million euros net of tax; Directors’ Report on Operations 44 • the payment of dividends to shareholders, totalling 500 million euros. Net funds at 31 December 2010 are summarised below: (€m) Financial liabilities - Financial assets at fair value - Bonds - Loans from Cassa Depositi e Prestiti - Bank borrowings - Other borrowings - Other(**) Technical provisions for insurance business Liabilities attributable to BancoPosta Financial assets - Loans and receivables - Available-for-sale financial assets - Financial instruments at fair value through profit or loss - Other derivative financial instruments Assets attributable to BancoPosta Technical provisions for claims attributable to reinsurers Net liabilities/(assets) Deposits and cash in hand Net debt/(funds) (*) (**) Note (*) 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) [24] 5,882 1,691 771 679 261 110 2,370 35,927 37,718 (39,313) (864) (27,776) (10,638) (35) (39,512) (1,0) 701 (2,039) (1,338) 5,331 721 770 513 950 61 2,316 41,739 37,811 (45,112) (750) (33,035) (11,198) (129) (39,654) (8.0) 107 (1,093) (986) (551) (970) (1) (166) 689 (49) (54) 5,812 93 (5,799) 114 (5,259) (560) (94) (142) (7.0) (594) 946 352 [21] [14] [9] [14] [10] [15] Notes to the consolidated financial statements. Includes derivative instruments, financial liabilities payable to subsidiaries and other financial liabilities. Net funds at 31 December 2010 amount to 986 million euros (at the end of 2009 the balance was 1,338 million euros). The change is due to the above change in the fair value reserves (down 842 million euros) and, therefore, to the mere accounting mismatch between assets (government securities) measured at fair value and liabilities (postal current account deposits) measured at cost. (€m) 2009 2010 Deposits and cash in hand at beginning of year Cash flow from/(for) operating activities Cash flow from/(for) investing activities Cash flow from/(for) financing activities Cash flow from/(for) shareholder transactions 2,346 859 (657) (359) (150) 2,039 1,179 (2,211) 586 (500) Net change in cash and cash equivalents (307) (946) Deposits and cash in hand at end of year 2,039 1,093 Liquidity at 31 December 2010 amounts to 1,093 million euros (2,039 million euros at the end of 2009). Poste Italiane | Annual Report 3. Financial review 45 FINANCIAL POSITION AND CASH FLOW OF POSTE ITALIANE SPA Poste Italiane SpA’s Net invested capital amounts to 3,688 million euros (3,605 million euros at 31 December 2009), which is 98% financed by Equity and 2% by net debt. (€m) Non-current assets Working capital Staff termination benefits Note(*) [19] 31 Dec 2009 4,464 560 (1,419) 31 Dec 2010 4,276 710 (1,298) Increase/ Decrease (188) 150 121 3,605 3,688 83 31 Dec 2009 2,966 77 345 1,075 1 31 Dec 2010 2,806 92 358 1,017 3 Increase/ Decrease (160) 15 13 (58) 2 4,464 4,276 (188) Net invested capital (*) Notes to the separate financial statements. Non-current assets break down as follows at 31 December 2009 and 2010: (€m) Property, plant and equipment Investment property Intangible assets Investments Non-current assets held for sale Non-current assets (*) Note(*) [4] [5] [6] [7] [14] Notes to the separate financial statements. Compared with the situation at the end of 2009, Non-current assets report a net reduction of 187.5 million euros, following additions of 386.5 million euros and reductions of 574 million euros. Additions regard: • investments in Property, plant and equipment, amounting to 224 million euros, Intangible assets, totalling 155.8 million euros, and Investment property, amounting to 0.5 million euros, with 56% regarding information technology and telecommunications networks, 16% postal logistics and 28% the modernisation and upgrade of properties; • acquisition of Investments, totalling 6.2 million euros, including: 3.5 million euros in capital contributions to Mistral Air Srl to cover the loss reported at 30 September 2009 and to establish an extraordinary reserve; 1.7 million euros relating to subscription of the capital increase carried out by SDA Express Courier SpA via Poste Italiane SpA’s contribution of 100% of its stake in Poste Italiane Trasporti SpA; 1 million euros deriving from subscription of 32.45% of the share capital of Telma-Sapienza Scarl and payment of the related admission fee. Reductions regard: • sales of Investment property, totalling 10.9 million euros, and of Property, plant and equipment, amounting to 1.7 million euros (primarily relating to the disposal of operating properties and the retirement of obsolete plant); • sales of Non-current assets held for sale, totalling 3.7 million euros; • reductions in Investments, totalling 1.7 million euros and including: the above contribution of the stake in Poste Italiane Trasporti SpA to SDA Express Courier SpA; 0.04 million euros regarding the transfer of the Company’s entire interest in Poste Voice SpA to Poste Link Scrl. In addition, the merger of the Poste Contact consortium with and into the subsidiary, Poste Link Scrl, on 24 February 2010 generated an increase of 0.08 million euros and a matching reduction of 0.08 million euros; • depreciation, amortisation and impairments of 556 million euros, which includes 347.9 million euros relating to deprecia- Directors’ Report on Operations 46 tion of Property, plant and equipment, 142.4 million euros to amortisation of Intangible assets and 3.6 million euros regarding depreciation of Investment property, inclusive of revaluations; 61.4 million euros refers to the reduction in the value of the investment in SDA Express Courier SpA based on impairment tests and available future projections. Working capital breaks down as follows at 31 December 2009 and 2010: (€m) Trade receivables and other current assets Trade payables and other current liabilities Current and deferred tax assets and liabilities Provisions for liabilities and charges Other non-current assets and liabilities Working capital (*) Note (*) [10] [11] [21] [22] [32] [18] [9] [22] 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) 4,412 (3,268) 176 (1,181) 421 4,124 (3,129) 536 (1,199) 378 (288) 139 360 (18) (43) 560 710 150 Notes to the separate financial statements. Working capital amounts to 710 million euros, representing an increase of 150 million euros compared with the end of 2009. The rise is essentially due to the following: • a net reduction in Trade receivables and other current assets, primarily due to: a) the collection of amounts due to the Company from the Publishing Department of the Cabinet Office for subsidies covering preferential tariffs for publishers for 2008 and previous years; b) a reduction in revenues in the form of fees and commissions due from Cassa Depositi e Prestiti SpA for the collection of postal savings deposits, in view of the extraordinary inflows reported in 2009; • an increase in net Current and deferred tax assets and liabilities of 360 million euros, reflecting fair value losses on investments in securities, and the absorption of deferred tax liabilities on components of Equity, after reclassification to the income statement of the positive balance of the fair value reserve deriving from the sale of available-for-sale securities. At 31 December 2010 Equity amounts to 3,613.2 million euros and breaks down as follows: • Share capital 1,306.1 million euros; • Reserves (44.4) million euros; • Retained earnings 2,351.5 million euros. Compared with 31 December 2009, Equity is down 463.7 million euros as a result of the following changes. Additions: • profit for the year of 729 million euros; • changes in the cash flow hedge reserves, amounting to 81.4 million euros net of tax; • the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 49.9 million euros net of tax. Reductions: • changes in the fair value reserves, amounting to 824 million euros net of tax; • the payment of dividends to shareholders, totalling 500 million euros. Poste Italiane | Annual Report 3. Financial review 47 (€m) Financial liabilities - Bonds - Loans from Cassa Depositi e Prestiti - Bank borrowings - Other borrowings - Other(**) Liabilities attributable to BancoPosta Financial assets - Loans and receivables - Available-for-sale financial assets - Derivative financial instruments Assets attributable to BancoPosta Net liabilities/(assets) Deposits and cash in hand Note (*) 31 Dec 2009 31 Dec 2010 Increase/ (Decrease) [20] 4,437 771 679 251 76 2,660 37,810 (1,608) (1,347) (261) (39,512) 1,127 (1,599) 4,782 770 513 938 39 2,522 38,077 (2,219) (1,598) (598) (23) (39,657) 983 (908) 345 (1) (166) 687 (37) (138) 267 (611) (251) (337) (23) (145) (144) 691 (472) 75 547 [12] [8] [12] [13] Net debt/(funds) (*) (**) Notes to the separate financial statements. Includes derivative instruments, financial liabilities payable to subsidiaries and other financial liabilities. Net debt amounts to 75 million euros at 31 December 2010 (net funds of 472 million euros at the end of 2009). The difference is due to the above change in the fair value reserves (down 824 million euros) and, therefore, to the mere accounting mismatch between assets (government securities) measured at fair value and liabilities (postal current account deposits) measured at cost. (€m) 2009 2010 Deposits and cash in hand at beginning of year Cash flow from/(for) operating activities Cash flow from/(for) investing activities(*) Cash flow from/(for) financing activities Cash flow from/(for) shareholder transactions 973 1,547 (595) (176) (150) 1,599 1,865 (2,555) 499 (500) Net change in cash and cash equivalents 626 (691) Deposits and cash in hand at end of year 1,599 908 (*) This item includes BancoPosta's portfolio of held-to-maturity investments. Liquidity at 31 December 2010 amounts to 908 million euros (1,599 million euros at 31 December 2009). Directors’ Report on Operations 48 4. AREAS OF BUSINESS The Poste Italiane group offers integrated communication, logistics, and financial services and products across Italy through a network of around 14,000 post offices, its website and the contact centre. Poste Italiane SpA is required to provide Universal Postal Service until 2015. The Group increasingly aims to provide integrated services and innovative solutions to the general public, businesses and the Public Sector (Central and Local Government) by taking advantage of its distribution channels, as well as the multiple and complementary capabilities of its organisational structure. The Group also supplies Public Sector entities with a variety of collections, payments and reporting services, in keeping with the development of e-government. Via its post office network the Group also provides socially relevant services by enabling access to public services of an administrative and financial nature, such as the “Reti Amiche” project and the “Social Card” initiative. The business is organised into the three segments described below: Postal Services, Financial Services and Insurance Services. • Postal Services include Mail, Express Delivery and Parcels, and Philately activities carried out by Poste Italiane SpA and certain subsidiaries (SDA Express Courier SpA, the Postel Group, Mistral Air Srl, Consorzio Logistica Pacchi ScpA and Italia Logistica Srl). • Financial Services are comprised of the activities of BancoPosta and the subsidiary, Poste Tutela SpA. • Insurance Services include the activities carried out by Poste Vita SpA (whose products are distributed through post offices) and its subsidiary, Poste Assicura SpA. Other related activities of Poste Italiane SpA and certain other Group companies (BancoPosta Fondi SpA SGR, EGI SpA, Postecom SpA, PosteShop SpA, Poste Link Scrl, PosteMobile SpA, Poste Energia SpA and the Consorzio per i Servizi di telefonia Mobile ScpA) are allocated to the Other Services segment. Furthermore, the Global Cyber Security Centre Foundation was set up in 2010. Its activities range from the training of Cyber Security specialists to the sharing of research and development laboratories, and from the management of research projects financed by European institutional bodies to the exchange of information through an IT platform. Poste Italiane | Annual Report 4. Areas of business 49 4.1 POSTAL SERVICES This area includes three separate segments: • Mail, comprising Poste Italiane SpA’s provision of traditional postal services, as well as direct marketing and innovative services within the broader sector of paper-based and electronic communications. The segment also includes services provided by the Postel Group in the Mass Printing sector; • Philately, which is the sale of Postage and Revenue Stamps, and products for stamp collectors; • Express Delivery and Parcels, including express delivery products offered on the deregulated market by Poste Italiane SpA to Retail and SME customers, and by SDA Express Courier to business customers. The provision of ordinary parcel services falls under the Universal Service Obligation. Furthermore, in support of the Group’s business, the subsidiary, Mistral Air Srl, provides air transport services, carries out sorting, handling and delivery activities relating to the parcels service and Italia Logistica Srl provides integrated logistics and multimodal services to non-Group customers. The Contratto di Programma (Planning Agreement) regulates relations between the Ministry for Economic Development and Poste Italiane SpA in connection with the Universal Postal Service. The outline Contratto di Programma (Planning Agreement) for 2009-2011 was agreed by the parties in November 2010 and has now been submitted to the relevant institutions for their views (CIPE, the Ministry of the Economy and Finance, the Italian Audit Office, NARS and other relevant parliamentary committees). The outline must also be notified to the European Commission. Once definitively signed, the new Contratto di Programma will formalise the amount of subsidies paid by the Government to Poste Italiane to partially cover Universal Service costs for the three-year period 2009-2011. Such subsidies are subject to a cap in addition to the recovery of other residual amounts due to Poste Italiane for the preceding three-year period, based on the addendum to the Contratto di Programma for 2006-2008. The new Contratto di Programma allows for greater flexibility than its predecessor combined with the objective, set by the Ministry, to control the costs of the universal service. As already mentioned in the section on the Organisation and as will be explained in greater detail below, the main provisions entail the reduction of the frequency of mail deliveries from six to five days a week. The final approval of the new Contratto di Programma will be given against the backdrop of a fully deregulated postal service. Article 37 of Law 96 of 4 June 2010 delegated the powers to the Government to transpose into Italian Law, by one or more legislative decrees, European Parliament and Council Directive 2008/6/EC, in amendment of Directive 97/67/EC, providing for the full deregulation of postal services from 1 January 2011 in all Member States, including Italy. The Philately business is also regulated by the Contratto di Programma, in as far as the issuance of Postage and Revenue Stamps is concerned, by granting the Ministry for Economic Development the exclusive right to programme such issues, with distribution and marketing by Poste Italiane SpA. The new Philately Advisory Committee was appointed by the Ministry for Economic Development in 2010. The Committee has been tasked with the establishment of guidelines for Italy’s philatelic policies, the annual programme of issues. A new committee for the examination and selection of images and designs for revenue stamps was also appointed. There were also certain major changes to the regulatory environment in 2010 which are explained below. An Interministerial Decree was issued on 30 March 2010 modifying the regulations regarding mail services for publishers. The regulator established that the subsidised rates for publications set out in the Ministerial Decrees of 13 November 2002 and 1 February 2005 were to apply until 31 March 2010, thus postponing the determination of subsidised tariffs for the remainder of 2010 until the issue of a later decree “should funds be available in the Cabinet Office’s independent budget”. Art. 2, paragraph 2-undecies of Law 73 of 22 May 2010, which converted Law Decree 40 of 25 March 2010 into law with amendments, subsequently earmarked the sum of 30 million euros for 2010 as financial support for the non-profit sector, which was subsequently re-determined through the exclusion of those parties pursuant to paragraph 2 of art. 1 of Law Directors’ Report on Operations 50 46/0417. As a result of the earmark, postal rates for certain parties may be reduced by decree of the Ministry for Economic Development acting in conjunction with the Ministry of the Economy and Finance, in consultation with the Cabinet Office. The Decree of 21 October 2010 introduced new “maximum” rates retroactively from 1 September 2010 for parties entered in the Register of Communications Operators on the condition of no new or increased costs to be borne by the State or the Cabinet Office’s independent budget. In order to comply with EU principles, art. 2 of the cited Law 73/2010 (paragraphs 4-bis and 4-ter) also introduced changes to VAT regulations, modifying item 16 of the first paragraph of article 10 of Presidential Decree 633 of 26 October 1972. The new provision established that “the provision of universal postal service, in addition to sales of accessory goods and services, by entities for which it is mandatory to provide such services” is exempt from VAT. The Ministry for Economic Development issued a decree18 on 25 November 2010 extending the application of retail and non-retail registered and insured mail rates to registered and insured mail relating to administrative notices. The rates were subsequently also applied to Legal Process and international Priority Mail. Cabinet Office Decree of 6 May 2009 contained “provisions for the release and use of certified electronic mail addresses assigned to members of the public”, in implementation of Law 2 of 28 January 2009 having regard to “Urgent measures to support families, workers, employment and businesses and revisit the national strategic framework in response to the crisis”. The relevant procedures for the release and use of certified electronic mail addresses assigned to members of the public to communicate with Public Sector entities were determined in 2010. Art. 5 of the Cabinet Office Decree postponed the choice of a contractor to provide the service, named the “CEC-PAC” service and finally “Postacertificat@”, until a public tender could be held. At the end of the tender process, the contract for the service was awarded to the temporary consortium made up of Poste Italiane, Postecom and Telecom SpA. The contract was definitively awarded by order of the Department for the digitalisation of the Public Sector and Technological Innovation on 12 February 2010. This was followed by the signature of a specific contract. The regulatory environment for international postal services in 2010 was marked by the entry into force of the REIMS IV agreement between and among Europe’s major postal operators; the agreement established new terminal dues for the remuneration of international mail. During the year Constitutional Court sentence 3 of 2010 declared “art. 140 of the Code of Civil Procedure (the unavailability or refusal to receive the copy) to be unconstitutional, in respect of the part providing that notice is deemed to have been served to the addressee once it has been sent by registered mail, rather than on receipt of the notice or, in any event, after ten days from the date of postage”. The relevant departments of Poste Italiane promptly issued the necessary internal directives to bring its operating procedures for the delivery of legal process into line with the Court’s ruling. The exact term for holding notices of receipt for the registered mail covered by the sentence was also fixed. Cabinet Office Decree 178 of 7 September 2010 on Direct Marketing, published in Official Gazette 256 of 2 December 2010, contained the “Regulations on the establishment and keeping of a public registry of subscribers objecting to the use of their telephone number for trade sales and promotions”. Telemarketing was changed by the regulation from an opt-in system for telephone subscribers, by which they were required to provide their express consent for telemarketing, to an opt-out system by which telemarketing calls may be made to subscribers without their consent. Subscribers may, however, add their number to the registry established by art. 130, paragraph 3-bis of Legislative Decree 196/2003 and thereby refuse to receive such telephone calls. The Company continued in 2010 to engage with the Antitrust Authority in relation to proceedings A/413 concerning alleged abuse of a dominant market position in connection with certain commercial practices of Poste Italiane relating to the Posta 17. The parties excluded are: associations whose political nature of their publications has been recognised by the relevant parliamentary groups; professional bodies, unions, trade associations, armed and combat organisations. 18. Article 9 of the Decree provides that its provisions “may be amended as required when Directive 2008/06/EC is transposed into Italian law”. Poste Italiane | Annual Report 4. Areas of business 51 Time product and participation in certain tenders. The Company has put forward a series of proposals, in part designed to modify a number of postal service regulations, with the aim of bringing them more into line with the spirit of activities carried out in a competitive market. The proposals were turned down by the Authority by resolution of 10 November 2010, and the Company consequently filed an appeal with Lazio Regional Administrative Court, where it is currently pending. The Antitrust Authority also initiated proceedings on 30 April 2010 (PS/3341) for the Company’s alleged improper trade practices within the meaning of Legislative Decree 206/2005 (the Consumer Code) consisting of the dissemination of advertising (press and web) of the Raccomandata1 service. The Authority, having rejected the Company’s undertaking to eliminate the alleged improprieties, notified the closure of the investigation on 29 December 2010 and fined Poste Italiane 200 thousand euros. Dissemination of the advertising material was also prohibited. The Company paid the fine in February 2011 and appealed the decision before Lazio Regional Administrative Court. 4.1.1 COMMERCIAL OFFERING Mail Tailored mail delivery services were expanded in 2010 (Seguimi, Aspettami, Dimmiquando and Chiamami) by which customers are able to determine the time and date of mail deliveries. The Infomobility platform was enhanced as part of the Electronic Postman project for the digitalisation of mail delivery services currently provided by postmen and the development of a technological platform capable of supporting new business services. Services such as palmtop messages and electronic payments by Postemobile SIM cards and POS will now be supported by Infomobility. A new range of unaddressed mail services was launched in specific response to various aspects of commercial customer demand. Called Postazone, they include value added services such as geomarketing for the planning of advertising campaigns and reporting instruments that enhance delivery services. Finally, preparations for the launch of the Data Certa Digitale service were completed during the year. The service, which was launched in January 2011, enables customers to digitally stamp documents, thereby certifying time and date without having to go to a post office. The Postel Group provides communications services to businesses and Public Sector entities. In addition to printing and enveloping mail, which traditionally represents the Group’s core business, its service offering includes Mass Printing (the group of services intended for outsourcers of large volumes of mail); Direct Marketing (integrated communications and marketing services combined with the printing of commercial documentation); Door to Door (corporate support services for “unaddressed” mail campaigns); and Electronic Document Management by which the Group offers its customers traditional optical acquisition and storage services, as well as new services such as backup optical filing and electronic billing; and e-procurement (the management, distribution and supply of stationery, IT products, blank forms, printed matter, consumables and other products required by Poste Italiane SpA’s network of 14,000 post offices). The sale to Cedacri SpA of Postel SpA’s 17% shareholding in C-Global SpA was completed on 31 January 2011 with the simultaneous acquisition by Cedacri SpA of 12% of the share capital of Docugest. Postel’s shareholding in Docugest rose to 49% on conclusion of the sale with the other 51% being held by C-Global SpA (37%) and Cedacri SpA (14%). The sale was made subsequent to the merger of Docugest with CSAB Printing Srl of 16 November 2010, in order to develop production and commercial synergies between Cedacri and Postel. The merger of the Poste Contact consortium with Poste Link Scrl, in which both consortia Postel held 15%, was completed on 8 March 2010. Directors’ Report on Operations 52 Finally, again in connection with the rationalisation of the Poste Italiane group, proceedings commenced for the liquidation of Postel do Brasil Ltda (99.75% Postel SpA; 0.25% Address Software Srl), which is a Brazilian company established to bid, through Consòrcio BRPOSTAL, for a contract to develop hybrid mail services in Brazil19. Following the cancellation of the tender in 2008, the Consortium was dissolved in 2010 and Postel consequently instructed the sole director of Postel do Brasil to liquidate the company, whose only purpose was to take part in the tender. Online services The range of hybrid electronic communications services was reviewed in 2010 in order to relaunch, and/or in certain cases redesign, online products. The purpose was to further simplify access to and integration with secure digital communications, and electronic document archiving and backup services. A digital island project was developed to progress the expansion of MailRoom services, entailing the digitalisation and electronic protocol of post receipts, from medium and large enterprises to small and medium sized enterprises and, potentially, to consumers. Service quality Quality targets are established by the Postal Market Regulator for delivery times, which must be guaranteed for certain percentages of mail. With a Decree issued on 23 November 2009, published in the Official Gazette on 1 December 2009, the Ministry for Economic Development set “Quality targets for the three-year period 2009-2011 regarding bulk, registered and insured mail, and standard parcel services”. The table below shows the quality achieved compared with the targets set. 2009 Priority Mail(*) International Mail(**) inbound outbound Registered Mail(***) Insured Mail(***) (*) (**) (***) 2010 Delivery within Target Actual Target Actual 1 day 89.0% 90.7% 89.0% 92.0% 85.0% 85.0% 92.5% 93.0% 93.6% 93.3% 94.3% 98.1% 85.0% 85.0% 92.5% 93.5% 90.9% 89.8% 95.1% 98.5% 3 3 3 3 days days days days Based on data certified by IZI on behalf of the Ministry for Economic Development. IPC data - UNEX End-to-End Official Rule (data for 2010 are provisional). Monitored by an electronic tracking system. 19. The Postel Group was the consortium’s technological specialist for the operation of hybrid mail services and the supply of the relevant software platform. Poste Italiane | Annual Report 4. Areas of business 53 Philately The Company continued to enrich its range of exclusive products for collectors during the year by issuing stamps of sociocultural importance and overseeing the promotional activities of philatelic specialists20, over two thousand temporary units21 and the participation in Italian and international philatelist events. The most important commemoratives were dedicated to the 150th anniversary of Garibaldi’s Expedition of the Thousand; the Solemn Exhibition of the Holy Shroud; the Celestinian Jubilee Year; the 50th Plautus Festival in Sarsina and the tenth anniversary of the death of the Latin scholar Ettore Paratore. There were also issues commemorating the grand event of the Unification of Italy, dedicated to the 150th anniversary of Garibaldi’s Expedition of the Thousand and a commemorative stamp dedicated to Camillo Benso Conte di Cavour on the bicentenary of his birth. Particularly important commemoratives also included stamps dedicated to Caravaggio on the fourth centenary of this death, Joe Petrosino on the 150th anniversary of his birth and Leonardo Sciascia. Italy’s artistic and cultural heritage was commemorated by issues that included: a sheet showing the Basilica Santa Maria in Collemaggio, an example of Romanesque architecture in Abruzzo; the issue dedicated to the Basilica della Madonna dei Miracoli in Motta di Livenza (Treviso), marking the 5th centenary of the appearance of the Virgin Mary. The “Sports” series included, in addition to the standard issue dedicated to the winning team of the Serie A Italian Soccer Championship, the issue of two stamps commemorating the XXI Winter Olympics, “Vancouver 2010”, the “Singapore 2010 Youth Olympic Games”, the 50th anniversary of the 1960 XVII Olympic Games in Rome, the Men’s World Volleyball Championship and the Italian Tennis Federation on the centenary of its founding. The “Made in Italy” series included a stamp dedicated to the centenary of the founding of Alfa Romeo and a stamp produced using magnetic ink, celebrating Federacciai, the Federation of Italian Steel makers. The issue was timed to mark the centenary of the opening of Italy’s first continuous rolling steel mill at Bagnoli. The stamp dedicated to nursing, issued as part of the “Institutions” series, was of particular social significance and was sold at a premium to the normal price, with the additional charge being donated to breast cancer research. Express Delivery and Parcels In addition to initiatives designed to prepare for the application of VAT to deregulated products from August, the Company used the year to introduce operating cost savings and to strengthen its position in the domestic market with a more flexible product range. In this regard, the latest business customer offering, the Home Box solution, which includes a pick-up service and scheduled delivery within 6 days of collection, was extended with the introduction of an additional service that enables the addressee to be kept informed of the progress of items sent by text message. Availability of the pick-up service (an additional service offered in combination with the Postacelere 1 plus, Paccocelere 1 plus and Paccocelere 3 products) was further extended, with the service being offered in 43 major cities and provincial centres in December 2010. Paccocelere 1 Plus and Paccocelere 3 electronic consignment notes were reduced from three to two types and their layout streamlined. A new outsize parcel service was introduced in 2,300 post offices in August 2010 that eased size restrictions for Paccocelere 3 and Paccocelere 1 plus parcels. Finally end-to-end22 tracking for Italian and international parcels was introduced in November marking the culmination of the ambitious project to integrate the systems of the Parent with those of the subsidiary SDA Express Courier SpA. 20. These are dedicated personnel trained to support the promotion of the products offered. 21. Philately services are provided at exhibitions and other events. 22. End-to-end tracking shows the entire route (date and time of processing at each transit point) of a parcel from the time it is handed in at the post office until its final delivery to the consignee by the courier. Directors’ Report on Operations 54 SDA Express Courier SpA a wholly owned subsidiary of Poste Italiane SpA, in addition to being one of the largest Italian couriers, is also able to provide its customers with integrated solutions for distribution, logistics and catalogue sales. Poste Italiane, in fact, only uses SDA Express Courier for the distribution of all domestic and international Paccocelere, ordinary parcel, J+3 and Home Box services. Certain corporate actions described below were undertaken in 2010 as part of the rationalisation of the Group to maximise synergies among Group companies. A capital increase was approved on 17 March 2010 in connection with the conferment of 100% of the shares held by Poste Italiane SpA in Poste Italiane Trasporti SpA. Subsequently, in December 2010, Poste Italiane Trasporti SpA was merged into SDA Express Courier23. Then, on 23 June 2010, Kipoint SpA, a 100% SDA Express Courier subsidiary, was incorporated. In November 2010, the Kipoint Franchising Division of PosteShop SpA was demerged into Kipoint. One of the most important commercial initiatives undertaken by SDA Express Courier in 2010 was to reposition the Economy service, launched in 2009 to give businesses an opportunity to boost trade by keeping down shipping costs. The service is primarily designed for the transport of goods and has introduced Porto Assegnato24 cash on delivery services. Having obtained a separate licence from the Ministry for Economic Development covering the provision of registered and insured mail services, but not including administrative and legal process, SDA has launched a specific service offering various guaranteed delivery Time Definite options (9-hour, 10-hour and 12-hour). These services are accessible from the website and offer only one single weight and price band (up to 2kg). Online services SDA Express Courier continued to offer multiple interactive services through its website, www.sda.it. 11.9 million visits were logged at the site in 2010, 1.8 million of which were for scheduling pick-ups and over 7.7 million for tracking parcels. Other services available on the company’s website include: branch addresses, areas served, international rate computation, international shipment times, requests for operating materials, tracking of pick-ups and deliveries, pick-up scheduling, delivery times and areas where Time Definite services are available. Other new services were introduced in 2010 that included online shipment release, the service that lets customers provide instructions for undelivered shipments through the Company’s website, without having to phone the call centre. Service quality The service quality achieved by Express Delivery and Parcels is shown in the table below. With respect to the Standard Parcels product, which is provided under the Universal Service Obligation, results are compared with the “Quality targets for the three-year period 2009-2011 for bulk, registered and insured mail and standard parcels” set by the Ministry for Economic Development Decree of 23 November 2009. The targets for Postacelere and Paccocelere are contractually binding and were established by SDA and the Parent Company. 23. The legal effectiveness of the merger was deferred to 31 December 2010, whereas the effective date for tax and accounting purposes was backdated to 1 January 2010. 24. Porto Assegnato is an additional cash on delivery service for the payment of goods on their receipt by the addressee. Poste Italiane | Annual Report 4. Areas of business 55 2009 2010 Delivery within Target Actual Target Actual 5 days 94% 97.4% 94% 98.9% 1 day 90% 94.3% 90% 95.0% 3 days 98% 98.7% 98% 99.1% Standard Parcels Postacelere Express Delivery Paccocelere All products are monitored by an electronic tracking system. 4.1.2 OPERATING RESULTS MAIL AND PHILATELY Volumes (‘000) 2009 Revenues (€m) 2010 % inc./(dec.) 2009 2010 % inc./(dec.) Priority Mail 1,225,295 1,118,398 (8.7) 873 789 (9.6) Bulk Mail 1,564,006 1,491,702 (4.6) 855 828 (3.2) Total Unrecorded Mail 2,789,301 2,610,100 (6.4) 1,728 1,617 (6.4) 253,564 245,196 (3.3) 911 934 2.5 33,928 33,006 (2.7) 193 189 (2.1) 287,492 278,202 (3.2) 1,104 1,123 1.7 n/s n/s 211 211 n/s Registered Mail Insured Mail and legal process Total Recorded Mail Philatelic products and other basic services Integrated Services 70,702 74,692 5.6 260 289 11.2 Digital and Multi-channel Services 15,961 14,912 (6.6) 73 66 (9.6) Direct Marketing 1,256,721 1,267,947 0.9 284 315 10.9 Unaddressed Mail 579,358 684,387 18.1 31 29 (6.5) Services for Publishers 881,848 673,898 (23.6) 153 192 25.5 Post Office Box rental 8.4 13.0 54.8 Total market revenues 3,852 3,855 0.1 232 224 (3.4) including Philately and Revenue Stamps Electoral subsidies Publisher tariff subsidies Total Mail and Philately(*) Postel Group - External revenue 67 67 n/s 220 53 (75.9) 5,881,383 5,604,138 (4.7) 4,139 3,975 (4.0) - - - 217 247 13.8 Certain amounts for 2009 have been reclassified in order to ensure comparability across the two periods. n/s: not significant. From 2009 notices of receipt for Registered Mail have been treated separately, with Priority Mail volumes (2009 and 2010) also including these items. (*) Overall mail volumes, including items handled by Postel and relating to Promoposta (49 million items), amount to approximately 5.7 billion items at 31 December 2010. Directors’ Report on Operations 56 As a result of the general contraction of the market, mail volumes were down 4.7%, (5,604 million items handled, compared with 5,881 million in 2009), whilst revenues were down 4.0%, from 4,139 million euros in 2009 to 3,975 million euros for 201025. The fall in volumes was due to 1) the reduction in the volume of Unrecorded Mail (down 6.4% or 179 fewer items handled) as a result of ongoing recessionary pressure, which has led to a rationalisation of items sent by customers, the digitalisation of items handled and a further increase in competition; and 2) the reduction of services for publishers which, due to the change in regulations, declined 23.6% or 208 million items. Market revenues, before publisher tariff and electoral subsidies (respectively 53 and 67 million euros), appear to be in line with 2009 (3,855 million euros in 2010 compared with 3,852 million euros in 2009) as the 6.4% decrease in Unrecorded Mail revenues, from 1,728 million euros in 2009 to 1,617 million euros in 2010, was essentially offset by the increase in revenues from high value products (integrated services), Recorded Mail and Direct Marketing. Specifically, Recorded Mail revenues increased 1.7% (up 19 million euros), despite a net 3.2% reduction in volumes with the increase in Raccomandata1 volumes (up 4.4 million items on 2009) being more than offset by the changes made to the tariff structure pursuant to Ministry for Economic Development Decree of 19 June 2009, which from the second half of 2009 has regulated the new Registered Mail and Insured Mail offering. Integrated Services relating to the delivery of administrative notices and tax demands continue to make a positive contribution to sector revenues, which increased 5.6% in volume terms (4 million items) and 11.2% in value terms (revenues up 29 million euros) over 2009. Revenues for digital and multichannel services were down compared to 2009, due to the fact that the good performance of the online channel (volumes up 11.1% and revenues up 9.1%) was still not sufficient to offset the decline in more traditional services, such as telegrams and Certofax. Compared with 2009, there was an overall 6.6% decrease in the number of items accepted and a 9.6% decrease in revenues. The volume of Direct Marketing items increased by 11.2 million (up 0.9%), with revenue up 10.9% on 2009 or 31 million euros. As explained above, the Publishing sector was affected by major regulatory changes in 2010 that resulted in the abolition of subsidised tariffs for publications from 1 April 2010, which were, subsequently, however, reinstated for charities and non-profit organisations by Law 73 of 22 May 2010. Final determination of the subsidies was, however, to be established by a separate Interministerial Decree. As mentioned above, this resulted in a 23.6% fall in volumes and a 39 million euro increase in market revenues from 153 to 192 million, which, however, was not sufficient to counter the decrease in tariff subsidies (down 167 million euros), which amounted to 53 million versus the 220 million euros of 2009. There was, consequently, an overall reduction in total revenues (market revenues and publisher tariff subsidies) of 34% (128 million euros less than 2009). Government subsidies for election campaign materials were on a par with the previous year (67 million euros). The Postel Group’s external revenue amounted to 247 million euros (217 million euros in 2009), reflecting the growth achieved by the Electronic Document Management business (revenues were up from the 24 million euros of 2009 to 32.3 million euros in 2010) and the launch on the external market of a number of e-procurement services previously only provided to the captive market, the revenues of which increased from 38.3 million euros in 2009 to 72.1 million euros in 2010. This good performance more than offset the downturn in the Mass Printing and Normalisation sectors, which are always exposed to severe competition. The increase in revenues was accompanied by a rise in external operating costs, which were up from 268.9 million euros in 2009 to 307.4 million euros in 2010. Overall, revenues and operating costs amounted, respectively, to 364.3 million and 334.6 million euros and confirm the Group’s sound management practices in the face of the unfavourable economic environment. As a result, the Group reports operating profit of 29.7 million euros (27.1 million euros for 2009) and profit for the year of 13.8 million euros (23.7 million euros for the previous year, which had benefited from the non-recurring effect of franking non-deductible goodwill from extraordinary transactions recognised in previous years). 25. Including the results of the Philately segment (224 million euros for 2010, compared with 232 million euros for 2009). Poste Italiane | Annual Report 4. Areas of business 57 Philately revenues included in postal services revenue, including those generated by the sale of Revenue Stamps, amounted to 224 million euros (232 million euros in 2009). The 2010 Philately Programme included 52 issues with 69 stamps and 3 postcards, with a value of 46.50 euros (52 issues with 77 stamps and 6 postcards, with a value of 66.65 euros in 2009). EXPRESS DELIVERY AND PARCELS Volumes (‘000) 2009 2010 Domestic 9,529 International 2,248 Revenues (€m) % inc./(dec.) 2009 2010 % inc./(dec.) 8,623 (9.5) 94.3 86.8 (8.0) 2,179 (3.1) 37.6 36.2 (3.7) 11,777 10,802 (8.3) 131.9 123.0 (6.7) 31,657 34,330 8.4 219.8 232.6 5.8 2,236 2,420 8.2 17.8 19.2 7.9 Dedicated Services n/r n/r n/a 36.1 34.0 (5.8) Other revenues n/r n/r n/a 14.0 11.6 (17.1) Total SDA Express Courier SpA - External revenue 33,893 36,750 8.4 287.7 297.4 3.4 Total Express Delivery 45,670 47,552 4.1 419.6 420.4 0.2 Postacelere Total Postacelere SDA Express Courier SpA Domestic Express Delivery International Express Delivery n/r: not recordable as such data relates to tailor-made services supplied to banks and insurance companies that cannot be calculated in volume terms. n/a: not applicable. The number of items sent by Express Delivery increased 4.1% from 45.7 million in 2009 to 47.6 million in 2010. This was due to the success of domestic Express Delivery offered by SDA Express Courier SpA, which handles over 70% of the segment’s total volume. More in general, the 4.1% increase in the number of items handled translates into a modest 0.2% increase in revenues or 420.4 million euros in 2010 versus 419.6 million in the previous year as a result of the lower average price in 2010, compared with 2009. In detail, there was an 8.3% fall in retail segment Postacelere product volumes with revenues down 6.7% on 2009 due to the ongoing adverse effect of economic uncertainty on the entire postal sector. The lower volumes primarily affected the domestic market (down 9.5%), where competition was severe. As mentioned above, the slight recovery of the Express Delivery sector was made possible by the contribution from the subsidiary SDA Express Courier SpA, which reports volume and revenue growth of 8.4% and 3.4%, respectively, on 2009. The Company’s total external revenue of 297.4 million euros is up 3.4% on 2009, thanks to the commercial and marketing initiatives taken during the year to retain existing customers, guaranteeing providing a satisfactory level of service despite the need to contain operating costs. The good results were primarily due to domestic Express Delivery, which, with volumes up 8.4%, was able to increase revenues by 5.8% due to a high-value oriented range of products such as Extra-Large, so that its revenues, after only four years from its launch on the market, are now 15% (42 million euros) of SDA’s external sales. International market results were also good with volumes and revenues, up respectively 8.2% and 7.9%, due to the increase in the number of items handled by UPS in Italy. Income from Dedicated Services, which are primarily flat rate services offered chiefly to banks, was down by 5.8% as a result of the sharpening of competition in the sector caused by banks’ cost cutting measures. Overall, the company earned 407 million euros on the sale of goods and services (392 million in 2009) with cost of goods and Directors’ Report on Operations 58 services of 376 million euros (366 million in 2009). There was a 35 million euro loss for the year (24 million euro loss for 2009). Volumes (‘000) Revenues (€m) 2009 2010 % inc./(dec.) 2009 2010 % inc./(dec.) Universal Parcels Service Domestic Parcels 6,952 3,392 (51.2) 22.9 16.2 (29.3) Parcels - international export 405 450 11.1 15.6 17.7 13.5 Parcels - international import 275 256 (6.9) Other revenues Total 7,632 4,098 (46.3) Publisher tariff subsidies Total Parcels 7,632 4,098 (46.3) 3.6 3.3 (8.3) 1.5 1.0 (33.3) 43.6 38.2 (12.4) 22.2 4.6 (79.3) 65.8 42.8 (35.0) Universal Parcels Service revenues, before publisher tariff subsidies, were 38.2 million euros, marking a decline of 12.4% on 2009. The subsidies decreased 79.3% compared to the previous year due to legislation that modified the tariff system from 1 April 2010 for the entire publications sector. OTHER COMPANIES Mistral Air Srl provides air mail services to Poste Italiane SpA (in conjunction with the Consorzio Logistica Pacchi ScpA) in addition to air mail, air freight and passenger flights for other customers, in order to cover its overheads. Operations during the year focused on continuation of the strategic repositioning begun last year. In this context, the new activities defined in the company’s development plan were stepped up, resulting in an increase in the number of air mail flights, since it is now the Parent Company’s sole air carrier. After a slow start, passenger traffic recovered sufficiently to make it necessary in May to lease two Boeing 737’s on a seasonal basis. The increase in the cost of fuel and the appreciation of the dollar, however, had an adverse effect on earnings which were negative for the year. Despite an increase in revenues from 51.6 million euros in 2009 to 80.9 million euros in 2010, the impact of higher fuel costs resulted in an operating loss of 0.8 million euros (operating loss of 2.3 million euros in 2009). At the end of the year equity was positive at 1.6 million euros (0.7 million negative equity in 2009) and the company recorded a loss for the year of 1.5 million euros (2.3 million euro loss for 2009). Mistral Air also renewed its employment contracts during the year for pilots and flight assistants. Consorzio Logistica Pacchi ScpA, which is a wholly owned subsidiary of the Group (51% by Poste Italiane SpA, 39% by SDA Express Courier SpA, 5% by Italia Logistica Srl and 5% by Mistral Air), continued to coordinate, supplement and supervise consortium members’ operating activities, and engage in activities relating to the sorting, handling and delivery of Parcels that Poste Italiane SpA, in its role as a Universal Service provider, is required to provide. The Consortium is also responsible for air mail letter and newspaper services (night flights) between certain Italian airports provided by the consortium member Mistral Air, and for the integrated logistics and records management services provided by the consortium member Italia Logistica Srl. Italia Logistica Srl The company, which is held 50:50 by SDA Express Courier and FS Logistica SpA (Italian State Railways Group) provides integrated and multi-modal logistics services to non-Group companies. Events marking the year primarily related to the commencement of work on new logistics, document storage and binding contracts for publishing houses. Poste Italiane | Annual Report 4. Areas of business 59 The multimodal transport and logistics offering was expanded with the addition of new sea and air routes jointly operated under commercial agreements with International operators. The company continued to provide logistics services to Fiera di Milano SpA. Revenues from sales and services during the year increased from 73 million euros in 2009 to 87 million in 2010, essentially due to the acquisition of new customers for logistics and document storage services. In line with revenue growth, the cost of goods and services increased to 82 million euros by year end 2010 (67 million euros for 2009). There was an improvement in the net result, with the loss for the year down from 5.7 million euros in 2009 to 3.5 million in 2010. 4.2 FINANCIAL SERVICES The financial services offering includes current accounts, payment services, financial products (including postal savings products such as Savings Books and Interest-bearing Postal Certificates distributed on behalf of Cassa Depositi e Prestiti) and third-party loan products. The subsidiary Poste Tutela SpA provides backup services for the above-mentioned activities and is responsible for the organisation, coordination and management of funds and valuables in all branches and post offices throughout the country. With reference to investment services and the “Markets in Financial instruments” (MiFID) Directive, Poste Italiane has been providing financial instruments and products in addition to advisory services in all post offices since 19 July. The commencement of this additional service was the completion of a multi-stage development phase principally consisting of: • the improvement of knowledge about the customer through the use of new and more detailed profiling questionnaire; • the development of new documentation and contract and pre-contract information; • the implementation of procedures and applications for the provision of advisory services; • the provision of training to over twenty thousand network employees; • the integration of a system of controls on the procedures used in providing the service. Directive 2007/64/EC26 of the European Parliament and Council, the Payment Services Directive (PSD), came into force on 1 March 2010, entailing a review by the Company of payment services documents to assure their transparency. The documents were subsequently distributed to all post offices and posted on Poste Italiane’s website. Also, following the entry into force of provisional arrangements for direct debits (5 July 2010), the Company’s direct debit procedures, agreements and forms were revised. Again with respect to transparency, since 26 May the information sheets for retail customer27 current accounts have, as required by regulation, included a synthetic cost indicator, calculated according to the criteria established by the Bank of Italy, and an annual statement for the total cost of managing the account has been developed. The statements were sent to customers together with the annual account statements for the period ended 31 December. A joint working group set up in 2010 by the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and Poste Italiane SpA, examined the best means for ring fencing capital for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta’s creditors. In that connection, the conversion of the Law Decree of 29 26. Directive 2007/64/EC - PSD was transposed into Italian Law by Legislative Decree 11 of 27 January 2010 and became effective on 1 March for credit transfers and electronic money, whereas the effective date for direct debits and trade collections was 5 July 2010. 27. MiFID identified three categories of investor: “retail clients”, “professional clients” and “eligible counterparties”. “Retail clients” are those parties requiring a greater degree of protection; they are investors with no experience and do not have the investment expertise of professional clients and eligible counterparties. All the rules contained in MiFID for the protection of investors are applicable to “retail clients”. Directors’ Report on Operations 60 December 2010 – the so-called “Milleproroghe” (“Thousand Extensions”) Decree – into law was approved in February 2011. The Law requires Poste Italiane, by shareholder resolution to be approved by 30 June 2011, on the recommendation of the Board of Directors, to ring fence capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. The capital was to amount to more than 10% of the Company’s Equity. The shareholder resolution will establish the assets and contractual relations to be included in the ring fence and the rules for its organisation, management and control. The Decree also permits Poste Italiane to acquire controlling and non-controlling interests in banks. This provision was inserted to provide impetus and commitment to the plans to establish the “Banca del Mezzogiorno” (a state-owned bank established to finance development projects in southern Italy) promoted by the Ministry of the Economy and Finance. It emerged in the debate regarding the Decree’s conversion into Law that Poste Italiane had been selected for the implementation of these plans. Finally, with a view to improving the quality of customer relations, Poste Italiane has continued its association with the Financial and Banking Mediator, a body accredited by the Ministry of Justice in accordance with Ministerial Decree 180 of 18 October 2010 for mediating in banking, financial and corporate disputes, as an alternative to the courts. In addition, the Company, which has been expressly identified as one of the intermediaries dealing with BancoPosta, has participated in the new system since 2009 for reaching out-of-court settlements in disputes that may arise with customers, called the Financial and Banking Ombudsman, and has provided the relevant information to customers. The project regarding the prevention of money laundering continued during the year for the: • strengthening of anti-terrorism controls particularly in connection with statutory and regulatory requirements for the immediate freezing of funds held by parties included in lists prepared by the European Union; • revision of the customer questionnaire; • the computerisation of the reporting system for suspect transactions (exchange of information centre/region) and introduction of new reporting instruments for controls on the effectiveness of the process and structured analysis of events to be reported; • introduction of additional and more sophisticated indicators for quick identification of suspect cash transactions and money transfers based on the frequency/amount/channel involved; • revision of the computation of customers’ risk profiles and introduction of monitoring in the regions of higher risk customers; • standardisation of the method of recording new mandatory procedures in the Centralised Computer Archive as required by the Bank of Italy. Business Continuity & Disaster Recovery procedures for BancoPosta financial services, which were developed last year, were further refined in 2010 to meet the Bank of Italy’s more stringent standards on “systemic processes”. The modifications were examined by the Regulator in the fourth quarter of 2010 with respect to their technical/organisational aspects in connection with both the security of the information system and details of the protection of financial business processes. Finally, honouring a commitment to the Antitrust Authority with respect to the payment of bills28, it also became possible in the second half of 2010 for businesses to make fully automated payments of road tax and other vehicle-related fees by direct debit from bank current accounts. 28. On 28 December 2009 the Antitrust Authority completed an investigation into whether Poste Italiane had abused its dominant market position in the collection and payment services sector, without ruling that an infringement had taken place or imposing any penalty. The Authority accepted, thus making binding, the undertakings of the Company regarding the payment of bills, including through alternative channels. Poste Italiane | Annual Report 4. Areas of business 61 4.2.1 COMMERCIAL OFFERING In January 2010, ten years from the establishment of the Conto BancoPosta, a new BancoPosta Più product was launched that consolidates Poste Italiane’s position in the consumer current account market. BancoPosta Più was created to reward customers who choose BancoPosta as their primary financial partner. By using products linked to their current account such as the payment of their salary or pension directly to their bank account, direct debits and the new BancoPosta Più credit card, customers can eliminate current account, Postamat card or credit card fees. The new offering will enable Poste Italiane to strengthen its position in the market for current accounts, and boost the loyalty of existing customers by encouraging them to make increased use of their accounts. Another success for Private transactional products in 2010 was the high usage of Conto BancoPosta Click following the payment of promotional credit interest of 2% (gross). In addition to an increase in consumer customers, there was a consolidation during the year of Conto BancoPosta In Proprio accounts for SMEs, thanks to improved quality and greater customer loyalty. Sales were principally focused on two options: “In Proprio POS” (for customers intending to use POS to manage sales receipts thus reducing current account fees); and “In Proprio WEB” (for customers who prefer to autonomously manage their businesses from their PC). This was achieved through new agreements with various trade associations (including Confindustria, professional bodies, FIVA-Federazione Italiana dei Venditori Ambulanti) and joint ad hoc promotions with Poste Italiane, such as discounts on the domestic and international parcels service, the activation of Certified E-mail, personalised mail services and finally mobile telephone price plans and value added services for SMEs. As noted above, developments in the electronic money segment included the launch of the BancoPosta Più credit card, which, in addition to having certain special features that differentiate the card from its competitors (including the option of either paying off the full balance every month or in instalments; SMS alerts and inclusive insurance cover), is the first payment instrument to have its own loyalty programme (“Sconti BancoPosta”). This rewards customers with discounts credited directly to their account. The loyalty campaign was also extended in the second half of 2010 to Postamat cards associated with both Conto BancoPosta and Conto BancoPosta Click. The segment generally continues to be dominated by the Postamat Maestro card (6.3 million cards in December 2010) and the Postepay standard card (6.8 million prepaid cards in December 2010). Also Postepay, although still leading the market, has focused on product differentiation and technological innovation that resulted in the introduction of new cards for different customer segments, including the Postepay NewGift AS Roma and SS Lazio, prepaid cards as a part of the NewGift series that can be topped up and bear the logos and colours of the two football teams. Furthermore in 2010, the Company entered the multi-application card market with Postepay Lunch (for companies desiring to provide staff with luncheon vouchers through prepaid cards) and Postepay&Go that can be used to board local public transport. In its second year of operation, the first external top-up channel for Postepay, comprising more than 40 thousand SISAL betting shops (28 thousand at 31 December 2009), was a great success, with over 10 million cards topped up (3 million in 2009). An additional top-up channel was added at the beginning of December consisting of Banca ITB29 points of sales (over 7,000 tobacconists and betting shops). A Prontissimo BancoPosta promotion was launched for loan products, enabling customers to obtain loans at below market rates and raising the maximum loan amounts from 6 to 10 thousand euros and loan terms from 60 to 72 months. Mutuo BancoPosta Doppio Gusto was launched in June. The product is a mortgage loan satisfying two customer 29. Banca ITB was the first online bank for Italian tobacconists. Directors’ Report on Operations 62 requirements: transfer of their mortgage from another credit institution to Poste Italiane, while at the same time increasing the value of the mortgage to pay for renovation work, all with just one mortgage and one monthly payment. BancoPosta Fotovoltaico was launched in November. It is Poste Italiane’s first loan for the promotion of renewable energy sources and environmental protection and is offered in partnership with Enel.si. The number of post offices authorised to sell Quinto BancoPosta was progressively increased in 2010, bringing the total to approximately 7,500 (1,400 for 2009). With the aim of launching the new postal savings products in 2010 together with Cassa Depositi e Prestiti, indexed Interest-bearing Postal Certificates were re-engineered to reconcile the need of issuers to adapt products to current market conditions with Poste Italiane’s commercial strategies and the need to protect its savings customers. The 2010 Agreement, governing distribution and management of the administrative and accounting aspects of postal savings products, was finalised by Poste Italiane and Cassa Depositi e Prestiti in March. Turning to investment products, in order to counter the on-going climate of uncertainty in the financial markets, the selection of an issuer for BancoPosta bonds was completed after careful evaluation, which aimed to reduce counterparty risk whilst obtaining fresh funding. Royal Bank of Scotland plc was selected for 2010. As a European issuer with the British government as a shareholder, it provides security and, in addition, higher returns than the market average for analogous securities and government bonds of the same maturity. Finally, Poste Italiane participated in Enel Green Power’s IPO from 18 to 29 October. The issuer is the Enel Group company dedicated to the development and generation of renewable energy. 21,350,000 shares were placed by Poste Italiane SpA. Online services BancoPosta Online and Conto BancoPosta Click web banking services, for which, among other things, the strong authentication of customers was fully introduced, continued to grow in 2010. There were more than one million online consumer customer accounts by year-end (886 thousand active consumer customer accounts at year-end 2009) and approximately 211 thousand business accounts (183 thousand at year-end 2009). Online customers executed nearly 16 million transactions in 2010, principally consisting of: • 3.3 million bills paid by retail customers (2.7 million in 2009) through current account direct debits and credit/Postepay cards (300 thousand of which using the BancoPosta Click channel); • 1.7 million bank transfers (1.5 million in 2009), 264 thousand of which using the BancoPosta Click channel (including 14 thousand international transfers); • 5.2 million telephone top-ups (5.3 million in 2009); • 4 million Postepay top-ups (3.8 million in 2009); • 1.4 million giro payments from consumer to business customers (1.1 million in 2009). Financial products were also a success with customers, with more than 3.5 thousand loans approved and 51 thousand subscriptions to Interest-bearing Postal Certificates. The new www.postepay.it website was launched during the year with a view to redesigning and enlarging the Postepay section of www.poste.it, making it more attractive and adding value through interaction with cardholders, partially through the creation of a web community. Poste Italiane | Annual Report 4. Areas of business 63 Poste Tutela SpA Poste Tutela is a private security company providing the following services: • armoured car transport, security escorts, safe custody, the counting of valuables; • fixed and mobile surveillance; • protection of sensitive information. Consistent with the strategy to exploit the expertise gained in the management, monitoring and control of security services provided only to Group companies, the Company now provides these services to non-Group companies. PosteTutela’s provision of secure, logistics services to non-Group companies has provided important commercial relationships, thus cementing its market position. The provision of these new services was successful with revenue from sales and services of 80 million euros (79 million for 2009) and a profit of 971 thousand euros (771 thousand euros in 2009), reflecting the increase in the transport of valuables during the year. 4.2.2 OPERATING RESULTS BancoPosta Revenues (€m) 2009 2010 % inc./(dec.) Current accounts Bills Income from investment of customer deposits Other revenues from current accounts and prepaid cards Money transfers(*) Postal savings and investment Postal Savings Books and Certificates Government securities Equities and bonds Insurance policies Investment funds Securities deposits Delegated services Loan products 2,537 641 1,320 576 78 2,004 1,600 8 151 218 2 25 202 181 2,580 622 1,376 582 77 1,891 1,557 7 19 283 2 23 195 185 1.7 (3.0) 4.2 1.0 (1.3) (5.6) (2.7) (12.5) (87.4) 29.8 n/s (8.0) (3.5) 2.2 37 34 (8.1) 5,039 4,962 (1.5) 31 Dec 2009 31 Dec 2010 % inc./(dec.) 34,741 91,120 192,618 35,949 97,656 198,489 3.5 7.2 3.0 Other products(**) Total Revenues Certain amounts for 2009 have been reclassified in order to ensure comparability across the two periods. n/s: not significant. (*) This item includes all revenues from domestic and international money orders and inbound and outbound Eurogiros. (**) This item includes revenues from tax collection forms and tax returns, and revenue stamps. Deposits (€m) Current accounts Postal Savings Books(**) Interest-bearing Postal Certificates (*) (*) (**) Average deposits for the period. Deposits include accrued interest for the year. Directors’ Report on Operations 64 Number of transactions ('000) Bills processed Domestic postal orders International postal orders Inbound Outbound Pensions and other standing orders Tax services 2009 2010 % inc./(dec.) 564,289 8,647 3,230 1,745 1,485 87,461 11,531 555,350 7,876 3,235 1,719 1,516 86,695 12,191 (1.6) (8.9) 0.2 (1.5) 2.1 (0.9) 5.7 31 Dec 2009 31 Dec 2010 % inc./(dec.) 5,526 340 6,210 5,593 5,533 379 6,261 6,794 0.1 11.5 0.8 21.5 Volumes ('000) Number Number Number Number (*) of of of of customer current accounts credit cards debit cards(*) prepaid cards Including office cards. BancoPosta service revenues declined 1.5% from 5,039 million euros in 2009 to 4,962 million euros in 2010, with the 43 million euro increase in current account revenues unable to offset the 113 million euro fall in postal savings and investment revenues. In detail, current account revenues increased 1.7% over 2009 due to the 4.2% increase in income from the investment of current account deposits from 1,320 million euros in 2009 to 1,376 million euros in 2010, reflecting both a 3.5% increase in average deposits (34.7 billion euros in 2009, compared with 35.9 billion euros for 2010), and the contribution of income from the investment in securities of private customers’ current account deposits. Revenues on bill payments was down 3% compared to the previous year, decreasing from 641 million euros in 2009 to 622 million euros for 2010 as a result of the fall in the number of bill payments during the year (564 million euros in 2009 versus 555 million euros in 2010). Other revenues from current accounts rose from 576 million euros in 2009 to 582 million euros in 2010, due to increased use of electronic money and the consequent fee revenue on the issue and use of prepaid cards (88 million euros in 2010 against 74 million euros in 2009). This trend was bolstered by a number of promotions encouraging the procurement and use of new electronic payment instruments. Revenues from Money transfers were down 1.3%, reflecting a decline in the volume of international transactions (Eurogiro and Moneygram), which decreased 6.7% from 22.4 million euros in 2009 to 20.9 million euros in 2010, partly because of new agreements with Moneygram resulting in a decrease in fees. Revenues in the domestic segment (Domestic postal orders) were in line with 2009 (56 million euros in both years). The sale of Interest-bearing Postal Certificates and inflows of Postal Savings Books funds, the income on which is linked to a mechanism agreed with Cassa Depositi e Prestiti SpA tied to the achievement of net savings inflow targets, contributed 1,557 million euros to BancoPosta services revenues (1,600 million euros in 2009) compared with net inflows of 2.6 billion euros (5.5 billion euros in 2009). In detail, total Postal Savings Books deposits were 97.7 billion euros at 31 December 2010, up 7.2 % on the 91.1 billion euros at 31 December 2009, whilst Interest-bearing Postal Certificates in issue amounted to 198.5 billion euros (192.6 billion euros at the end of 2009). Poste Italiane | Annual Report 4. Areas of business 65 Notwithstanding the strong performance of the insurance brokerage business (283 million euros in revenue in 2010 compared to 218 million euros for 2009), asset and fund management revenue30 fell 17.3% (revenues down from 404 million euros in 2009 to 334 million euros in 2010) due both to the lower volume of business and the change in the Company’s orientation to a lower risk profile. Stock and bond subscriptions were down 82% (0.755 billion euros in 2010 versus 4.2 billion euros in 2009), with fee income falling 87.4% to 19 million euros in 2010 from 151 million euros for 2009. Revenues from Delegated services amounted to 195 million euros (202 million euros in 2009), with fees for the payment of INPS (National Social Insurance Institute) pensions totalling 108 million euros (107 million euros in 2009), and INPDAP pensions totalling 13 million euros (16 million euros in 2009). Revenues from the distribution of loan products31 were up 2.2% (181 million euros for 2009, compared with 185 million euros 2010). In detail, personal loan disbursement fees amounted to 138.5 million euros (144 million euros in 2009) with disbursements totalling 1,638 million euros (1,568 million in 2009), whilst fees on outstanding mortgages amounted to 15.3 million euros (13.6 million euros in 2009) on mortgage disbursements of 835 million euros (915 million euros in 2009). 4.3 INSURANCE SERVICES The insurance business is run by Poste Vita SpA, a wholly owned subsidiary of Poste Italiane SpA, and Poste Assicura, a wholly owned subsidiary of Poste Vita SpA. Poste Vita SpA is permitted to engage in ministerial Life Insurance Branches I, III and V and ministerial Non-life Branches I and II (accident and medical) and, in addition to the shareholding in Poste Assicura, has a 45% shareholding in Europa Gestioni Immobiliari SpA (controlled by Poste Italiane SpA). Poste Assicura, the new wholly owned subsidiary of Poste Vita, began operating in April. This company is authorised to sell non-life policies providing personal injury and medical insurance, General Liability Insurance, Fire and Other Damage insurance, Care insurance, and Legal Protection and Financial Loss insurance. The range of products has been divided into two principal lines: Personal Protection and Property Protection, to which is added Postaprotezione Piccola Impresa, a multi-risk policy for small businesses, professionals and traders. As a result of the formation of the new company, Poste Vita is now the Parent of the Postevita Insurance Group, a registered insurance group. As a result of the change in regulations in 2010, activities assuring the Company’s compliance with the new requirements under Solvency II32 (which will come into force in October 2012) proceeded during the year. In response to the audit report issued to Poste Vita in February 2010 by the insurance regulator (Istituto per la Vigilanza sulle Assicurazioni Private e di Interesse Collettivo, or ISVAP), the Company provided ISVAP with its observations and clarifications regarding certain matters addressed by the report, in addition to information on the measures either already introduced or which will be introduced in the future to assure the ongoing evolution and improvement of its operations. In July 2010, ISVAP served a statement of charges on the Company which, with numerous initial critical findings, set out a certain number of alleged violations together with the theoretical sanctions provided for by the relevant articles of the Insurance Code. The Company submitted detailed responses in defence to ISVAP which, once examined, will determine the final sanction or dismiss the charges. 30. Asset and fund management includes the distribution of government securities, equities, bonds, insurance policies, mutual investment funds and commissions on safe custody accounts. 31. Personal loans, mortgages, overdrafts and credit protection. 32. The European Parliament approved Directive 2009/138/EC (Solvency II) in 2009. The Directive made major changes to prudential requirements in order to assure the stability of insurance companies. The scope of the Directive went beyond solvency margins extending to the determination of technical provisions and investments eligible to cover those provisions. Directors’ Report on Operations 66 With respect to the 2006 Budget Law regarding “dormant policies”, the entry into force of Law 73 of 22 May 2010, which converted Law Decree 40/2010 (under which the obligation to report and subsequently pay any related amounts to the Ministry of the Economy and Finance did not apply to policies for which the rights had expired before 28 October 2008), has enabled the company to resolve disputes regarding customers’ policies that had expired prior to the entry into force of Law 166 of 27 October 200833. Law Decree 40/2010, however, did not fully resolve the problem since the parties, for whom the short expiry period was subsequent to October 2008, are the beneficiaries of policies that required Poste Vita’s waiver of a short expiry period. The Company, consequently, approved additional measures that included a new information campaign on insurance regulatory requirements by an announcement in the press and direct notifications, as well as the payment of policies that effectively expired in the meantime, i.e., during the communication process. Moreover with respect to dormant policies, on 30 June 2010 the Italian Antitrust Authority began an investigation of the company (PS3989) pursuant to Legislative Decree 206/2005, alleging that it had used unfair commercial practices in omitting information to customers regarding dormant policies. The Company undertook, within the meaning of art. 27, paragraph 7 of Legislative Decree 206/2005, in July 2010 in that respect to either disseminate or complete the dissemination of the relevant information to customers, in addition to paying those policies which had expired in the meantime for which applications had been made no later than September. As a result of the above, the Antitrust Authority approved the acceptance of the Company’s undertakings by resolution of 15 December, thus closing the proceedings without determining that there had actually been a violation. On 14 September 2010 the pension fund regulator (the Commissione di Vigilanza su Fondi Pensione, or COVIP) began an inspection of Poste Vita SpA relating to its “Postaprevidenza Valore - Piano individuale pensionistico - Fondo Pensione” pension product during the period from 1 January 2009 to 30 June 2010. The team of inspectors left the company’s premises on 16 November 2010 and the documentation gathered during the inspection is currently being examined. The “Postafuturo dinamico” policies issued in July 2000 fell due in July 2010. These policies provided, under certain circumstances, for the revaluation of premiums paid with respect to the returns of the “Dynamic” fund that was specifically separated from the other assets of Posta Vita in accordance with ISVAP Circular 71 of 26 March 1987. Due to the fact that the circumstances for which the fund was established were no longer relevant, the closure of the separate fund was approved by the Board of Directors. 4.3.1 COMMERCIAL OFFERING The Postevita Group continued to focus on its customers’ welfare in 2010 by offering products with a high insurance content in connection with savings, welfare and social security. The range of investment products was broadened in 2010 by the addition of three new Branch III products (financial/insurance products) to the existing range of Branch I products. The new Branch III products are constructed in such a way that, whilst maximising return on investment, they provide all of the benefits of a Postevita guarantee thus protecting customers from market risk. This guarantee was a success with customers with this type of policy representing approximately 31% of all premiums written by the Company in 2010. In addition to the development of new Branch III guaranteed products, research and development also focused on the development of proprietary products for the protection of mortgages and personal loans. In parallel with Poste Assicura’s complementary products, two single premium PPI (Payment Protection Insurance) policies were introduced to the market; the policies insure the decease of the borrower of a post office mortgage or personal loan. In only nine months of operations, a total of 60 thousand policies were issued. 33. Law 166/08 requires amounts payable to the beneficiaries of insurance policies that remain unclaimed at the end of the two-year expiry period (dormant policies) provided for by art. 2952 of the Italian Civil Code to be paid into the protection fund for the victims of financial fraud. Poste Italiane | Annual Report 4. Areas of business 67 With respect to its investment policies in 2010, the Company maintained segregated asset management policy in order to increasingly tailor investments to its insurance obligations and, at the same time, run a portfolio that can provide stable returns in line with its main competitors. The investment policy, partially because of market dynamics, was marked by maximum prudence with the portfolio primarily invested in government bonds and highly rated corporate bonds. 4.3.2 OPERATING RESULTS With earned premiums of 9,501 million euros (7,091 million euros in 2009), Poste Vita achieved record turnover in 2010. The 34% growth for 2010, following on the heels of the 28.4% for 2009, means that in just two years Poste Vita has grown by more than 70%, increasing its market share by almost two percentage points to just under 11% in 2010. Nearly 65% of new premiums written during the year relate to Life Branches I and V (6,535 million euros in 2010 versus 6,196 million in 2009). This inflow into individual pension plans, although less in absolute terms, is significant. In terms of new policies sold, the Company increased business by almost 110% in 2010, with over 105 thousand new polices for Postaprevidenza Valore pensions. The decision to provide adequate cover to customers in connection with Branch III projects generated good results even in this segment with earned premiums of 2,959 million euros (893 million euros in 2009). Due to the growth in 2010, technical provisions, computed by analysis of each contract in compliance with relevant legislation and based on suitable actuarial assumptions, total 43.2 billion euros, marking an increase of approximately 16% on the 37.2 billion euros registered in 2009. Non-life and life technical provisions amount to 32.4 billion euros (27.0 billion euros in 2009), accounting for 75% of total provisions. These provisions were made to cover all the Company’s obligations and include mathematical provisions of 32 billion euros (26.8 billion euros in 2009), outstanding claims provisions of 332.5 million euros (122 million euros in 2009), primarily relating to policies that fell due at the end of December, the beneficiaries of which were paid in January, and other technical provisions of 88 million euros (84 million euros in 2009). Technical provisions for Branch III products totalled 10.7 billion euros, up on 10.1 billion euros at the beginning of the year and representing 25% of total provisions. Technical provisions for “accident and medical” products are 3.5 million euros (2 million euros in 2009). Class C assets, which are intended to cover contractual obligations to policyholders, increased from 27.2 billion euros at the beginning of the year to 32.8 billion euros at 31 December 2010. 75% are treasury bonds, 17% high-grade corporate bonds, with a non-current component amounting to around 60%, including 49% in treasury bonds, 7% in UCITS with guaranteed capital and the remaining 3% in corporate bonds. In nine months in operation, Poste Assicura SpA issued a total of approximately 179 thousand policies, resulting in portfolio premiums of 24.7 million euros. Due to the nature of Poste Assicura’s portfolio, 95% of which is for the protection of property and assets and personal protection, the premiums on which are paid in monthly instalments, total earned premiums amount to approximately 17.1 million euros, which after allowing for the changes in premium provisions correspond to approximately 9.5 million euros in earned premiums. Directors’ Report on Operations 68 4.4 OTHER SERVICES Other Services include the complementary services provided by Poste Italiane SpA and certain other Group companies, including BancoPosta Fondi SpA SGR, PosteMobile SpA, EGI SpA, Postecom SpA, PosteShop SpA, Poste Link Scrl and Poste Energia SpA. 4.4.1 COMMERCIAL OFFERING Poste Italiane SpA Public services By taking advantage of the customer contact opportunities provided by its Sportello Amico network and the PosteGov platform, Poste Italiane continues to promote itself as a conduit to bring the Public Sector closer to the general public, and as an integrated partner in the design and operation of complex project management functions enabling Central and Local Government entities to expedite and simplify their administrative processes. A PostaCertificat@ service was developed in this connection for the opening of certified electronic mail accounts free of charge on presentation of proof of identity. This makes it possible to interact with the Public Sector without having to go to the relevant office in person. The internet site www.StradeComuni.it was also launched during the year which provides Italian townships with a database of 950 thousand roads and 15 million street addresses to update their records with Poste Italiane’s postal addresses. This electronic street directory is organised, standardised and continually revised in order to permit townships to work with a compendium of place names. A two-year memorandum of understanding was signed with the Municipality of Rome in September for the development of a programme of e-government services regarding registrar services, identity cards, local taxation, multi-service cards, local controls and the possibility for the capital’s inhabitants to use Rome’s 200 post offices to apply for registrar’s certificates. BancoPosta Fondi SpA SGR BancoPosta Fondi SpA SGR is the Poste Italiane group company engaged in the mutual funds business (promotion of BancoPosta funds and marketing third-party funds) and Individual Investment Portfolio management. Continuing the growing trend of recent years, it launched two Italian-registered guaranteed mutual funds in 2010, BancoPosta Trend and BancoPosta STEP, as part of its portfolio of proprietary investment funds. Corporate policy has assured sound results in terms of customer response. In fact, Assogestioni’s Asset Management Map for the third quarter of 2010 regarding proprietary funds and Individual Investment Fund management ranked BancoPosta Fondi as 17th out of over 74 Italian operators, with a market share of 1.29%, whereas in terms of Individual Investment Fund management alone, BancoPosta Fondi was ranked tenth out of over 40 operators, with a market share of 2.6%. PosteMobile SpA PosteMobile SpA is an MVNO (Mobile Virtual Network Operator). It operates in the telecommunications sector as a mobile Enhanced Service Provider. In 2010, the company became increasingly engaged in all the activities needed to develop its market share through the expansion of its customer base. The number of SIM cards sold during the year was 776 thousand, 724 thousand of which to consumers and 52 thousand to businesses (670 thousand sold in the previous year, with 643 thousand to consumers and 27 thousand to businesses). Products offered to consumers were intended to strengthen the high-value strategy through measures designed to promote purchases of MNP - Mobile Number Portability such as “Promo under 25” and “Over 60” (promotions that include Poste Italiane | Annual Report 4. Areas of business 69 the offer of free traffic to anyone activating MNP under the age of 25 in the first case, and over 60 in the second), the introduction of recurring top-up promotions such as the “Superconvenienza” promotion, which offers an economical monthly rate for portability of 1.90 euros and is reduced to zero when the customer tops-up. The range of value added services offered in 2010 saw a major evolution of the company’s position in the mobile telephone payment services market. 12.3 million financial transactions were carried out by customers (up 69% on 2009), 5.1 million of which were payments (77% more than in 2009). The value of transactions in 2010 totalled 138 million euros (up 91% on 2009), with approximately one million customers linking their SIM card to a payment tool, representing 58% of all customers (1.7 million lines at the end of 2010 versus 1 million for 2009). Again with respect to value added services, the company consolidated its position in the mobile commerce market in 2010 by concluding agreements with major companies offering differing types of products. The agreements mean that customers can now purchase products such as books, DVDs or mobile telephones directly over the internet. For the first time in Italy, SIM cards can now be used for payments and e-commerce in absolute security in an extremely easy manner. Turning to the statutory and regulatory framework, the telecommunications regulator, Autorità per le Garanzie nelle Comunicazioni (“AGCOM”) approved resolution 74/10/CIR “Amendment to the Numbering Plan pursuant to Resolution 26/08/CIR, as amended” published on 2 December, making it also possible for virtual operators to be allocated numbers for mobile telephone services. The new regulations now make it possible for PosteMobile, as a virtual operator, to be assigned numbers and network codes for mobile and personal telecommunications. This will provide greater autonomy in future for the development of business strategies. Finally, in July 2010 the company signed a framework agreement for the provision of premium services in “decade 4” using SMS and MMS and other types of data transmission34. The aim is to provide customers, among other things, with the ability to access and use premium charge numbers in decade 4 assigned to mobile service providers. Europa Gestioni Immobiliari SpA The company operates in the real estate sector for the management and development of properties transferred from the Parent Company. Due to the nature of their properties, the service is mainly provided to large customers, often Public Sector entities. The building at the corner of via Orefici and piazza Cordusio in Milan, which had been leased to the Parent Company, was sold at public auction and tenancy agreements for the building in via 1 Maggio in Pontedera were renegotiated during the year. The tax authorities initiated a limited audit of the company on 22 December 2010 for the examination of accounting entries regarding income taxes, IRAP and VAT in connection with certain items in the tax declarations for the 2008 tax year. Postecom SpA Postecom SpA is the Poste Italiane group company engaged in technological innovation specialised in the development, operation and integration of internet, intranet and digital certification services. The most important areas of specialisation relate to digital certification and communications, payments and e-commerce, document management, e-Government projects, particularly for health services and local taxation, e-Procurement and e-learning, in addition to advanced IT security services. 34. Decade numbers denote services provided. Services beginning with 4 include donations, remote voting, obtaining content for cell phones (ring tones, wallpapers, videos, music), and subscriptions to news and other services. Directors’ Report on Operations 70 The IT sector, which in recent years has reflected the cautious approach adopted, above all with regard to investment, continues to show no signs of recovery. ICT (Information & Communication Technology) cost cutting means that budgets must be kept under control to rein in costs, thus limiting purchases of new systems and resulting in the renegotiation of existing contracts. The Public Sector is continuing with the 2012 e-Government Plans of the Ministry for the Public Administration and Innovation, with the aim of modernising government and making it more transparent and efficient through technically and organisationally innovative tools. In that context, the “CEC-PAC” service was started during the year, which was made possible by the new Postacertificat@ service platform. PosteShop SpA PosteShop SpA is the Group company that distributes commercial products and services in post offices either through direct or catalogue sales of stationery and the merchandising by Poste Italiane of books, CD, and other products. The Company also runs 214 “Shop in Shop” outlets, which are actual shops set up in the public area of main post offices, web www.posteshop.it, a telephone sales group and the MondoBanco Posta channel. Products were also sold through a network of franchised Kipoint sales outlets until October 2010. On 25 October 2010, however, the sale of the Kipoint Franchising Division by PosteShop to Kipoint SpA was finalised. This business was marked by a series of initiatives designed to rationalise its product range, reorganise its sales channels and introduce new commercial initiatives. This involved a review of the segmentation of traditional post offices, reducing the offering in underperforming offices and progressively replacing “Shop in Shop” outlets deemed to have poor commercial potential with outlets benefitting from greater customer traffic. With regard to the Antitrust Authority’s initiation of a PB/455 procedure regarding the company in 2009, in order to investigate alleged infringements connected with the advertising material used by PosteShop to promote the activities of the Kipoint franchise retail network, on 30 March 2010 the Authority imposed a fine of 100 thousand euros on the company. PosteShop appealed the ruling before Lazio Regional Administrative Court, requesting an immediate injunction suspending payment. On 7 July 2010 Lazio Regional Administrative Court turned down the request for an injunction, in view of the complexity of the issue and bearing in mind that the conditions attached to the fine imposed do not exclude the possibility of recovery. Poste Link Scrl The company is a limited liability consortium, which acts on its own behalf and in the interests of consortium partners (Poste Italiane SpA, Postecom SpA and Postel SpA), providing IT, electronic document management, internet, contact centre and direct marketing services. As part of a broader reorganisation of the Group’s customer services, which commenced a few years ago, the mergers, pursuant to art. 2501 et seq. of the Italian Civil Code, of Consorzio Poste Contact with and into Postelink and of Postevoice SpA with and into Postelink were completed in February 2010 and June 2010, respectively. As a result of these mergers, the company has taken over responsibility for the call centre services previously handled by Poste Voice and Poste Contact, including: the UCO (Ufficio Centrale Operativo) call centre service supplied on behalf of the Ministry of Transport, which provides information and help regarding driving licence points, duplicate licences and car ownership documents and changes in address, or the service carried out for ENPAPI (Ente Previdenziale Professione Infermieristica), the body that manages the nurses’ pension fund. Poste Energia SpA Poste Energia is a Group company providing electrical energy to the national grid for the Parent Company and the subsidiaries SDA Express Courier and Europa Gestioni Immobiliari. Poste Italiane | Annual Report 4. Areas of business 71 Poste Energia provided power procurement advisory services to Postel and its subsidiary, Docutel, because of their unusual pattern of power consumption caused by production scheduling and a limited number of offtake points. The advisory services entail sales analyses and power consumption reports at each offtake point. During the year the company continued to pursue its pre-established targets, primarily relating to energy procurement, contract management and the provision of value added energy services. Global Cyber Security Centre Foundation Aware of the importance of issues regarding the security of IT and telecommunications networks, which are increasingly subject to attack or attempts at hacking, Poste Italiane promoted the establishment of an international non-profit foundation, the Global Cyber Security Centre, the purpose of which is to promote and carry out studies, research, projects and initiatives relating to cyber security. The Centre’s aim is to play a leading role at International level in the fight against Cyber Crime and in the prevention of IT and digital security threats. The first two projects were started into 2010 in connection with critical infrastructure and networks. 4.4.2 OPERATING RESULTS BancoPosta Fondi SpA SGR Total customer assets of the company’s lines of business at 31 December 2010 amount to 16.1 billion euros (14.7 billion euros at the end of 2009). In detail, third-party assets in mutual funds amount to 3,629 million euros (3,472 million at the end of 2009), whereas Individual Investment Portfolio assets managed for the insurance company, Poste Vita, amount to 12,484 million euros (11,203 million euros at 31 December 2009). Gross inflows into the Company’s mutual funds in 2010 amounts to 934 million euros (897 million euros in 2009), up 4% on the previous year. Redemptions amount to 839 million euros, which was 583 million or 44% more than 2009. The momentum of gross inflows and redemptions results in a net inflow of 95 million euros, compared with a net inflow of 314 million euros in 2009, a 70% decrease. In terms of composition, the largest component of gross inflows for 2010 was bond funds (427 million euros or 46% of the total inflow), followed by flexible funds (325 million euros or 35% of total inflow) and balanced funds (114 million euros or 12% of total inflow). Otherwise, customers were attracted to equity funds (68 million euros or 7% of the total inflow). Redemptions were concentrated in bond funds (64% of the total). The gross inflow into Individual Investment Management was 1,887 million euros (5,720 million euros in 2009) with a net inflow of 1,411 million euros (5,620 million euros in 2009). PosteMobile SpA 2010 was the year in which PosteMobile was able to consolidate its earnings and achieve substantial financial independence. Revenues from sales and services increased 75% (171.9 million euros versus 98.2 million euros in 2009), evidencing a significant growth trend in all business segments. Voice traffic, with revenue of 136 million euros (75 million euros in 2009), was the leading segment due to the expansion of the customer base and the increase in traffic volumes. The cost of goods and services moved in line with revenue, increasing as a result of higher traffic, from 90.1 million euros in 2009 to 140.7 million in 2010. The company’s performance meant that it gained its financial independence by breaking even and earning an operating profit of 9.5 million euros (an 8 million euro operating loss in 2009) and profit for the year of 5.5 million euros (a 6.8 million euro loss for the previous year). Directors’ Report on Operations 72 Europa Gestioni Immobiliari SpA Results for the year were good due to the sale of two properties for 39.2 million euros, on which the company realised gains of 21.9 million euros (37.6 million euros at consolidated level). Rental income was 18.6 million euros (20.2 million euros in 2009). Work amounting to 1.98 million euros (excluding technical consultancy) was either started or continued during the year, on the restructuring of properties. Profit for the year was 18.3 million euros (19.9 million euros in 2009). Postecom SpA Revenues from sales and services amounted to 75.4 million euros, marking an increase of 32.7% on the previous year (56.8 million euros in 2009). The increase was essentially due to the development and provision of information services on the web for Group companies, which increased 55% during the year and now represent 60% of total revenue (51% in 2009). Despite the significant increase in turnover, a loss of 1.1 million was incurred for the year (a 1.6 million euro loss in 2009). The loss was partially caused by provisions and impairments in expectation of a reduction in the profitability of projects started in 2009. PosteShop SpA The rationalisation of the offering through the network resulted in an 8.7% decline in revenues from sales and services (53.9 million euros in 2010, compared with 59 million euros in 2009). This was accompanied by a 9.4% fall in the cost of goods and services (51.6 million euros in 2010, compared with 57 million euros for 2009). The company reported an overall operating loss of 2.3 million euros, compared with an operating loss of 1.4 million euros in 2009. Poste Link Scrl Although a profit was earned in 2010, it was less than the previous year and primarily attributable to the INPS-INAIL contract, which was completed on 26 September 2010. Revenues from sales and services amounted to 26 million euros (29 million euros in 2009), 23 million euros of which related to the contract. There was a 3.3 million euros profit for the year (5.2 million euros for 2009). Poste Energia SpA The company’s revenues from sales and services increased in 2010 from 72 million euros in 2009 to 74.5 million, reflecting the Group’s increased energy requirements. Production costs also increased from 71.4 million euros in 2009 to 74.3 million euros in 2010. The company incurred costs of 239 thousand euros hiring staff that had been employed at the Parent Company until 2009. Profit for the year is 78 thousand euros (377 thousand euro in 2009). Poste Italiane | Annual Report 4. Areas of business 5. Distribution channels 73 5. DISTRIBUTION CHANNELS Numerous channels have been dedicated to customer contact over the years: Counters, Consulting Rooms, PosteShop, the PosteImpresa network, the Contact Centre, the website and screen based systems. All of these aim to achieve the common objectives of improving process efficiency, product innovation, service quality and customer relations in order to meet all customer needs through a complete and integrated range of products and services. Sales channels and contact with retail customers, small to medium sized enterprises (SMEs) and certain Local Government entities are the responsibility of the Retail Market function, whereas the Large Accounts and Public Sector function is responsible for the development of business with large corporate customers and other Public Sector entities, in addition to Central Government. 5.1 RETAIL/SME The Company is strongly committed to the continuing improvement of service quality and customer relationships, in other words: the professionalism of those persons interacting with customers on a daily basis in post offices; technological reliability and speed; and the completeness and transparency of the information provided. To achieve this, activities, in addition to training, included improvement of the customer experience at post offices through queue management (more than 2,860 systems in operation at 31 December 2010 versus the 2,600 for 2009) and the installation of approximately 500 new ATMs, bringing the total number to around 6,000 nationwide. Separate Postamat windows have also been introduced in post offices. As of 31 December 2010, 2,609 post offices have Postamat tills (2,491 as of 31 December 2010), with a total of 3,594 counters reserved for BancoPosta current account holders (3,434 as of 31 December 2009). Activities continued during the year aimed at taking advantage of the flexibility provided by the National Collective Labour Contract, with a view to bringing the opening times of the Company’s retail and PosteImpresa offices into line with customer needs and market trends. This resulted in the conversion of PosteImpresa counters for conventional services. At 31 December 2010, the PosteImpresa channel comprised 241 PosteImpresa Offices and 243 Specialist Areas and it continues to play an important role in developing business with SMEs. In this connection, the number of PT-Impresa customers has increased to 700 thousand at 31 December 2010, versus 675 thousand at 31 December 2009. Directors’ Report on Operations 74 5.2 BUSINESS AND PUBLIC SECTOR During the period the Company stepped up customer management and development in all phases of the marketing process (pre-sales, sales and after-sales), with the aim of maintaining business volumes with large accounts, and increasing sales of innovative services. With regard to the Large Accounts segment, attention was focused on offering innovative services designed to improve payment and dematerialisation processes, generating a real commitment to cooperation between the customer and the Group. A number of business development initiatives aimed at the Public Sector were further developed during the period, with the aim of exploiting new opportunities in the integrated services market. These include: • continuation of the PosteGov project, designed to provide Public Sector services via Poste Italiane’s different channels; • a new agreement designed to support the Ministry for Economic Development’s Department for Business Incentives in providing incentives to promote energy efficiency initiatives, green projects and occupational safety in implementation of the interministerial “incentives” decree of 6 April 2010; • as already mentioned in the section on the results of operations of Postal Services, the new “CEC-PAC” service has been launched with the aim of offering the general public a new means of communicating with central government. 5.3 THE CONTACT CENTRE AND THE INTERNET The “Poste Risponde” Contact Centre continues to play a key role in customer relationship management and in supporting Business functions and Group companies. It handled a total of approximately 23 million contacts during the first half, 85% of which for the captive market. In addition to customer relationship management regarding financial, postal and internet matters, the main services provided in support of internal Group activities regard: assisting the post office network with enquiries regarding regulations, operations and product and service support; after-sales services and assistance to post offices regarding Poste Vita and Poste Assicura products; customer care regarding PosteShop products; assistance to the sales network regarding PosteMobile products. The most important initiatives during the period include: • the addition of further support for the post office network through: adoption of a new IVR (Interactive Voice Response) system for identifying and handling requests for assistance; stock management support; support for loan products and PosteMobile services; • extension of the range of customer services provided for BancoPosta. Support was provided during the launch of the new Conto BancoPosta Più account, thanks to creation of a special section focusing on the offering, whilst a service that enables customers to request a new debit card over the phone, after their card has been demagnetised and/or damaged, was launched, alongside a service that allows customers to track delivery of the card and the related PIN number; • activation of a new service providing assistance to customers and post offices regarding Poste Assicura products; • the integration of the contact centre and the operations units processing financial products and services in order to improve and add to after-sales services. The Contact Centre also supported the Ministry for Economic Development in the campaign to stimulate consumption. The Company made its technology infrastructure and a special phone number available to consumers and businesses to provide information on how to gain access to the incentives. Poste Italiane was assigned responsibility for managing the entire process involved in paying the grants: from receipt of applications and the paper documentation, with the related optical storage, to assessment of the right to benefit from the incentives, checks on the application and on the supporting documentation, determination of the amount available for individual initiatives, and preparation for payment of the incentives granted. Poste Italiane | Annual Report 5. Distribution channels 75 Commercial services offered on the internet at www.poste.it continue to be very successful, with over 6 million registered customers (4.8 million at the end of 2009). The site, in addition to playing a major role in creating and consolidating the Company’s corporate image, has gradually increased its importance as a channel for providing the Group’s products and services, in part thanks to development of the platform for integrated and secure electronic payments. Directors’ Report on Operations 76 6. HUMAN RESOURCES 6.1 HEADCOUNT The workforce employed by the Poste Italiane group and the Parent Company breaks down as follows: Poste Italiane group Number of employees Average (*) End of reporting period Permanent workforce Senior managers Middle managers Frontline staff Back-office staff 2009 741 14,703 129,616 6,206 2010 718 14,752 128,505 5,474 31 Dec 2009 714 14,539 126,705 6,164 31 Dec 2010 717 14,538 125,953 4,357 Total workforce on permanent contracts 151,266 149,449 148,122 145,565 139 36 42 33 79 41 34 32 151,441 149,524 148,242 145,631 Traineeships Apprenticeships Total Average Flexible workforce 2009 2010 Temporary contracts Fixed-term contracts 135 2,621 125 2,195 Total 2,756 2,320 154,197 151,844 Total permanent and flexible workforce (*) All workforce data is expressed in full-time equivalent terms. Poste Italiane | Annual Report 6. Human Resources 77 Poste Italiane SpA Number of employees(*) Average Permanent workforce End of reporting period 2009 2010 31 Dec 2009 31 Dec 2010 Senior managers Middle managers - A1 Middle managers - A2 Grades B, C, D Grades E, F 627 5,750 8,119 127,487 6,143 597 5,725 8,081 126,294 5,419 602 5,663 8,010 124,520 6,107 584 5,705 7,844 123,727 4,311 Total workforce on permanent contracts(**) 148,126 146,116 144,902 142,171 98 - 23 - 60 - 12 - 148,224 146,139 144,962 142,183 27 2,096 120 15 2,126 76 15 2,063 103 14 2,190 34 Traineeships Apprenticeships Total (**) including: - Seconded - Suspended without pay - Seconded to Group companies Average Flexible workforce 2009 2010 Temporary contracts Fixed-term contracts 9 2,560 11 2,081 Total 2,569 2,092 150,793 148,231 Total permanent and flexible workforce (*) All workforce data is expressed in full-time equivalent terms. Directors’ Report on Operations 78 6.2 TRAINING AND CORPORATE SOCIAL RESPONSIBILITY There was a sharp focus last year on supporting business initiatives and meeting the training needs arising from staff appraisals and inspections, with regard to current operations and the launch of innovative future projects. Funding Much attention was given to the determination and improvement of access to finance for training and the improvement of both internal procedures and those shared with the labour unions. 89 projects were submitted to the Ente Bilaterale per la Formazione e Riqualificazione del Personale (the Bilateral Agency for Staff Training and Retraining) with a view to obtaining funding from Fondimpresa (the Enterprise Fund) and the Fondo di Solidarietà (the Solidarity Fund). The result was the signature of six agreements covering 65 different projects. In addition to legally required training, primarily with respect to health and safety, the parties shared plans for occupational retraining, particularly with respect to employees working in post offices and the Postal Services segment. The Company endeavoured to fully exploit the existing funds available in 2010 in order to maximise self-financing. This led to impressive results in terms of the recovery of costs: 8.5 million euros was obtained from and applications for funding worth over 12.1 million euros were submitted to the Solidarity Fund; funding of 0.9 million euros was provided by Fondimpresa; statements of 25 thousand euros were approved and funding of 350 thousand euros was applied for to the European Social Fund. In an attempt to diversify the sources of finance, investee companies’ association with Interprofessional Funds was promoted, with their involvement meaning that the funds will remain within the Group. Training Training activities in 2010 primarily focused on: • the diffusion, development and consolidation of a management culture, above all with regard to line functions; • technical and professional refresher courses in line with the need to support product innovation and the adoption of new technologies within the Company; • improvement of commercial skills; • the integration of objectives regarding the compliance, commercial performance and operational quality needed for MiFID. E-learning and classroom courses for post office staff will enable them to acquire the skills needed to launch the advisory services in accordance with the timing required under the directive. 370 thousand person days of training were provided during the year, 268 thousand of which in classrooms and 102 thousand in the form of e-learning. There were 13 new online courses involving 123 thousand employees, giving a total of 541 thousand participants and an average of 4 courses per person. There was a total of 734 thousand hours of online courses, split between various organisational units and staff levels as shown in the table below: Poste Italiane | Annual Report 6. Human Resources 79 Classroom courses (person days) 31 Dec 2009 Grades B-C-D-E-F Postal Services Retail Market/LAPS Central functions Total Total (A1 and A2) Grades Middle managers B-C-D-E-F (A1 and A2) Senior managers Total 29,217 1,709 75 31,001 43,614 3,029 156 46,799 193 43 22 258 146 149 33 328 117,086 43,366 1,452 161,904 151,118 61,421 1,248 213,787 2,059 2,294 152 4,505 2,272 4,467 261 7,000 148,555 47,412 1,701 197,668 197,150 69,066 1,698 267,914 Financial Services (*) 31 Dec 2010 Middle Senior managers managers E-learning courses (hours) 31 Dec 2009 Grades B-C-D-E-F Postal Services 31 Dec 2010 Middle Senior managers managers Total (A1 and A2) Grades Middle managers B-C-D-E-F (A1 and A2) Senior managers Total 35,164 730 10 35,904 43,837 471 5 3,152 645 12 3,809 861 24 - 885 711,699 118,875 58 830,632 557,689 126,326 17 684,032 1,613 1,661 38 3,312 1,582 3,318 3 4,903 Total 751,628 121,911 118 873,657 603,969 130,139 25 734,133 Total person days 104,393 16,932 16 121,341 83,885 18,075 3 101,963 Financial Services Private Customer/LAPS(*) Central functions (*) 44,313 Large Accounts and Public Sector. Training methods were increasingly integrated with work, thus permitting course participants to immediately see the applicability of the course to their day-to-day work. The chief priority for Retail Market training is regulatory compliance in the sector and the support of the introduction of important new procedures. The provision of MiFID compliant advisory services was the subject of classroom and online courses. There were four courses included in the online component with 75 thousand inscriptions. Three anti-money laundering courses were held, on the other hand, for a total of 41,300 participants. A course, attended by 3,700 employees, was held for the first time on “Suspected Counterfeit Bank Notes”, in response to Bank of Italy requirements. A course on basic computer skills was held to expand the use of e-learning to Postal Services staff. The course, which was aimed at a total of approximately 7,500 employees, was on basic digital equipment skills and was in compliance with company rules on IT security. A first set of courses for priority employees was developed as part of the skills-based training project. The project will enable analysis of individual training needs, based on job profile or occupational category, for the development of personalised courses. The process will lead to certification of employees’ skills for both training and career development purposes. The commitment to sustainability and social policies was evidenced by training provided on the integration of corporate social responsibility in a company’s strategies and the importance of investor relations. The import of social policies for employees related to the work-life balance and real support for families, including specific projects for disadvantaged individuals. Implementation of the Crèche Project also proceeded, with the start up of work on construction of the Bologna crèche, which is planned to be opened in September 2012 and which will also be made available to teleworkers. The productivity of the 50 employees who currently work from their homes has increased 30% in combination with a 30% reduction in absenteeism. A project for the employment of the disabled was started during the year for the identification of a range of active policies and concrete measures to facilitate employment of and accessibility by the disabled. Directors’ Report on Operations 80 6.3 HUMAN RESOURCES MANAGEMENT In 2010, to facilitate the strengthening of the front-office and the change over to the younger generation, Poste Italiane worked on the identification of internal and external personnel to work in post offices. The Company filled other positions primarily through internal recruitment (promotion of graduates and internal postings of vacant positions) in order to motivate and develop existing staff and by providing the possibility for professional diversification and growth. Staff were recruited from outside when it was necessary to recruit young graduates as trainees (primarily engineers) or to obtain specific professional skills which it was difficult to find inside the Company. In relation to the union agreements of January 2006 and July 2008, regarding the hiring of staff previously employed by Poste Italiane on fixed-term contracts, more than 4,750 people were offered permanent positions as delivery staff. This resulted in the hiring of approximately 2,000 people. As usual, in applying staff management, development and training policies, the Company used the performance appraisal procedure for executives and other staff members in 2010, involving the appraisal of approximately 79 thousand employees (compared with around 75 thousand in 2009) and 5,300 appraisers. Seven sessions were held at an Assessment Centre to find suitable candidates for senior positions; 56 middle managers were involved in the assessments. 69 other sessions were held in parallel, with 410 existing middle managers and staff to identify employees suitable for career development. Furthermore, 45 new graduates were assessed in seven sessions for career development in operational and commercial positions at post offices. A Professional Training project for middle managers was also launched at the beginning of the year, and has so far involved around 50 people at head office. The aim is to implement specific organisational initiatives in the Retail Market and Postal Services segments. The project reinforced corporate commitment to careful human resources management and investment in professional enhancement of management through projects consistent with the seniority of the individuals involved. Staff, consequently, took part in appropriate, targeted skills development programmes designed to realise their potential and enable them to diversify their experience. Remuneration systems were revised in 2010 through multiple incentive schemes35 that were differentiated in the manner they worked, their purpose and targets. These structured incentive schemes were accompanied by a merit-based approach that rewards outstanding performance on a selective basis, taking into account the fairness of remuneration internally and comparing key managers’ pay with the market. The structure of the incentive scheme was revised and expanded in 2010 from annual to three and four monthly incentives particularly with respect to typically commercial jobs in Branches, Area Offices and post offices. This has permitted greater flexibility in and focuses on commercial aspects of jobs, while not losing sight of ethics in dealing with customers, thus providing employees with a more timely monetary reward for their efforts. The agreement relating to delivery services, which has been extended to include Innovative Services, has led to the establishment of an incentive scheme designed to encourage postmen and women to provide information about and sell Poste Italiane’s services. 35. The incentive schemes used include: - MBO (Management by Objectives) for managers, aimed at translating senior management strategy into specific, clear and measurable business and financial, quality, operational and planning objectives. MBO measures and enhances the contribution of individual managers to overall corporate performance; - a commercial incentive scheme, aimed at the sales force in order to maximise achievement of commercial budget targets, whilst also taking into account the vital importance of customer satisfaction and loyalty; - incentive scheme by objective is an appraisal and compensation mechanism that links pecuniary bonuses for individuals with particularly important management positions and specialisations or managerial positions with a high content of direct operations. Poste Italiane | Annual Report 6. Human Resources 81 6.4 INDUSTRIAL RELATIONS Industrial relations saw the Company and labour unions deal mainly with a series of organisational issues in support of the Company’s development and innovation, as it strives to boost competitiveness ahead of the upcoming deregulation of the postal market. Following complex negotiations, on 28 January 2010 the parties reached agreement defining the criteria and procedures for voluntary transfers at national level for staff other than middle managers. Key aspects of the agreement include the conditions to be eligible for transfer (the minimum period of employment in the area offices, years of service, maximum sick leave taken in the previous year). On 25 March 2010 an agreement was reached that classifies counter staff as video display terminal operators, requiring such staff to have breaks from this kind of work, in accordance with the law, via a change of assignment. In accordance with the provisions of the agreement, a Health Surveillance Plan was launched in June, alongside a series of training and information initiatives. As a part of a more general reorganisation of the Retail Market segment and above all the new Customer Service function, on 9 April 2010 the Company signed an agreement in which the parties have set out a process for rationalising operations. This will involve closure of the Contact Centres in Milan, Cagliari, Bari and Florence, with redeployment of the staff working in the centres. Negotiations were concluded on 27 July 2010 regarding the reorganisation of Postal Services in line with the need to modernise all aspects of mail delivery and to strengthen the Company’s strategic position in line with changing customer demand. As with other more advanced models in Europe, the innovative cornerstone of the new organisational model consists in providing mail deliveries over five days a week, with only urgent deliveries on Saturdays, and in keeping post offices open to customers throughout the day. The reorganisation, which takes advantage of the extensive nature of the distribution network and expands on the responsibilities assigned to postmen and women, will generate greater efficiency within the Company, that will include measures to adjust staff numbers and to enhance occupational skills. This last aspect will be realised through occupational mobility and development in combination with targeted training, promotion of part-time work and the provision of incentives for voluntary early retirement and access to income support provided by the Solidarity Fund. The agreement also provides for the organisational model to be adjusted at regional level. The regional negotiation phase opened on 16 September 2010, after which agreements were signed by all Regions, and was concluded on 11 October 2010 in line with the agreed national timetable. The Statement of Agreement of 21 May has extended the previous term for the agreements of 10 and 22 July 2008 regarding the permanent employment of staff on fixed-term contracts who are on the recruitment list. The term for contacting the relevant individuals has thus been extended to 31 December 2010. An agreement was subsequently reached on 27 July 2010 enabling people previously employed by Poste Italiane on fixed-term contracts on the date of signature of the agreement, and who are still employed under the terms of a provisional court order, to voluntarily withdraw their claims against the Company, continue in the Company’s permanent employ and repay the gross wages paid by the Company under the court order. Approximately 3,700 applications were received to accept this offer. The process will be completed in early 2011 through the signature of individual agreements before Local Industrial Associations or Provincial Employment Offices. Negotiations commenced towards the end of the year on renewal of the Collective Contract for Poste Italiane staff. The initial phase of the negotiations consisted of the establishment of Technical Committees that commenced an analysis of the statutory requirements with respect to the Contract’s Industrial Relations System. Negotiations are planned to recommence in 2011 with the aim of coming to a rapid conclusion. The activities of all the bilateral entities were ongoing in 2010. The Ente Bilaterale per la Formazione e Riqualificazione del Personale (the Bilateral Agency for Staff Training and Retraining) supported the development and presentation of staff training projects entailing advanced technical retraining and has concluded numerous agreements to assist in obtaining finance from Fondimpresa and the Solidarity Fund, as described above. Directors’ Report on Operations 82 The work of the Organismo Paritetico Nazionale (Joint National Body) resumed in 2010 through, among other things, advanced technical studies and analyses on stress at the workplace, resulting from companies’ legal obligations. The Italian National Equal Opportunities Commission, acting in accordance with the 2010 Action Plan started, among other projects, a training programme for members of the Regional Equal Opportunities Commissions for the purpose of gaining greater insight into the relevant legislation. 6.5 LABOUR DISPUTES In 2010, the number of labour disputes regarding fixed-term contracts (2,761 new complaints filed compared with around 2,900 in 2009) was more or less on the same level as claims regarding other contracts (approximately 2,470 versus 2,600 for 2009). 359 of the latter related to disputes on flexible working conditions (356 in 2009). The percentage of cases lost regarding fixed-term employment contracts (cases brought in 2009 with a verdict handed down in 2010) was around 46%, whereas there was a reduction in the percentage of cases lost in connection with flexible work (51% versus 68% in 2009). In November 2010 Law 183 (the so-called Collegato Lavoro legislation) came into effect. This, among other things (see art. 31), has made the “Compulsory” attempt at Conciliation in labour disputes optional and (see art. 32, paragraphs 1 to 4) extended the 60 day period required for individual dismissals and challenges thereto to other matters – transfers of individuals, transfers of company divisions, invalidity of dismissal. The effectiveness of these provisions has been deferred to 31 December 2011 due to the amendments made in February 2011 by the Conversion Law of the Law Decree of 29 December 2010 (the so-called Milleproroghe legislation). Subject to the above, one of the most important new provisions introduced by the Collegato Lavoro was a cap on compensation payable to workers for court-imposed conversions of fixedterm contracts (see art. 32, paragraphs 5 et seq.). With respect to compensation on the conversion of fixed-term contracts, the courts may now award claimants between a minimum of 2.5 and a maximum of 12 months pay (regardless of the duration of the proceedings), which is reduced to 6 months for companies that implement recruitment lists also applicable to the permanent employment of workers formerly on fixed-term contracts. At 31 December 2010 this important reform, which is also applicable to ongoing legal actions, has resulted in a significant reduction in the risks deriving from this dispute. Poste Italiane | Annual Report 6. Human Resources | 7. Investments 83 7. INVESTMENTS (€m) 2008 2009 2010 Intangible assets Property, plant and equipment 197 439 185 269 156 224 Total capital expenditure Financial investments 636 18 454 17 380 6 Total investments by Poste Italiane SpA 654 471 386 7.1 FINANCIAL INVESTMENTS Amounts invested in 2010 by the Parent Company in subsidiaries and associates consisted of: • the payment of 3.5 million euros in capital contributions to Mistral Air Srl to cover the loss reported at 30 September 2009 and to establish an extraordinary reserve; • the subscription of 32.45% of the share capital of Telma-Sapienza Scarl at a cost of 0.5 million euros and payment of a further 0.5 million euros in the form of a statutory membership fee; • subscription of the capital increase carried out by SDA Express Courier SpA (1.7 million euros). Furthermore, the following transactions were concluded during the year which had no effect on the value of investments: • the establishment by SDA Express Courier SpA, on 23 June, of Kipoint SpA with the aim of transferring the “Kipoint” division acquired from PosteShop SpA to the new company in November; • the conclusion, on 20 December 2010, of an agreement between Poste Italiane SpA and UniCredit SpA for the acquisition, at a price of 136 million euros, of the entire share capital of UniCredit MedioCredito Centrale SpA, a company that promotes and manages government subsidies for businesses designed to support economic development; the effectiveness of this agreement is subject to the fulfilment of certain conditions precedent, including clearance from the Antitrust Authority and the Bank of Italy. This acquisition is part of the “Banca del Mezzogiorno” project (regarding a state-owned bank established to finance development projects in southern Italy) promoted by the Ministry of the Economy and Finance. Directors’ Report on Operations 84 7.2 CAPITAL EXPENDITURE The Parent Company’s capital expenditure of 380 million euros represents 88% of the Group’s total investment. As shown in the chart below, 56% of this amount regards ICT (Information & Communication Technology), 28% modernisation and renovation of buildings and 16% postal logistics. 28% 56% Modernisation and upgrade of properties Postal logistics IT and telecommunications networks 16% 7.2.1 IT AND TELECOMMUNICATIONS NETWORKS ICT operations were, as in the past, oriented to the support and development of postal services, logistics and financial products as well as electronic and telecommunications communications services through, among other things, the strengthening of support applications and platforms (including Customer Relationship Management - CRM and the Service Delivery Platform - SDP), the development of sophisticated infrastructure and the insourcing of the VoIP (Voice Over IP) platform. VoIP technology has, incidentally, been expanded to over 6,850 post offices and industrial facilities, resulting in a total of over 60 thousand users. Furthermore multicast36 infrastructure was introduced in all Branches and post offices which have migrated to VoIP having been equipped with unicast37 equipment, which enables the streaming38 of videos to all user workstations and the reception of multimedia content. As mentioned above, corporate and business applications, used in the integrated management of customer/product data, were developed on behalf of the Company’s various businesses, in combination with the ongoing computerisation of CRM and the Enterprise Data Warehouse (EDWH). CRM services in 2010 were expanded to 31 thousand users at post offices, Area Offices, Branches, head office, Centralised Service Teams and the Contact Centre. The purpose of the expansion was to support commercial campaigns and the management of flows between front-end and back-office post office staff. The management of retail current account contracts and accessory products was also automated. Since CRM entails real-time access to financial information, it has been used from 2010 by counter staff for operations and advisory services required by MiFID from July. The activities of EDWH continued, which in the past successfully integrated various types of business, thus permitting product-based services to become more focused on customer needs. During the year the gathering and archiving of daily report data was improved. Other corporate application hardware introduced in post offices during the year included the SDP platform entailing the makeover of counter systems through the provision of a multichannel platform providing access to all of Poste Italiane SpA’s distribution channels. SDP equipment had been installed in 1,718 post offices throughout Italy by 31 December 2010. Modernisation of the technology used by post offices and head office departments went ahead, through the purchase of over 50 thousand items of hardware and appliances for use in delivery and logistics operations. 36. A multicast entails simultaneous delivery of information to a group of destinations. 37. A unicast entails point-to-point data transmissions 38. Streaming refers to an audio/video data flow transmitted by a source to one or more destinations via a computer network. The data is reproduced as it arrives at its destination. Poste Italiane | Annual Report 7. Investments 85 Work on financial and insurance systems primarily related to compliance with Italian and international regulatory requirements, including the completion of the project for MiFID compliance, and improving the efficiency of existing systems. In detail: security arrangements for the BancoPosta Online (BPOL) channel were completed through the introduction of a Personal Card Reader for retail customer transactions; the introduction of new equipment for the dematerialisation of pre-marked bills at the counter; Fraud Management Systems and Remote Controls were improved; the BPIOL Corporate Banking platform was updated through the introduction of an electronic invoicing service, which manages and channels electronic documents with content in accordance with standard templates and can be used by all participants in the Customer to Business Interaction (CBI)39 consortium. A facility management system was introduced for the year for the maintenance of all properties and the real time control of contractors’ commencement and completion of work. Work on ICT security arrangements continued for the physical and digital protection of the Company’s hardware and software. 7.2.2 MODERNISATION AND UPGRADE OF PROPERTIES 28% of Poste Italiane SpA’s capital expenditure was attributable to the modernisation and upgrading of post offices and industrial sites. This work primarily related to the restructuring and upgrading, regulatory compliance and maintenance of the Company’s buildings. Work on the restoration of historical buildings also continued during the year. In detail, 120 post offices were adapted to customer needs and 750 air conditioning and ventilation systems were upgraded or installed. Work also started on a long-term project for the upgrading of security systems and, by 31 December 2010, systems had been installed in approximately 110 offices at a particularly high risk of theft. The reorganisation of delivery services, described in previous sections, commenced in accordance with the guidelines of the new postal delivery services innovation project, with work beginning at 386 Distribution Centres out of a total of the 917 planned. 7.2.3 POSTAL LOGISTICS The reorganisation of the postal services logistics chain has resulted in changes to mail collection, sorting and deliveries, which now take place five days a week, and was a part of the ongoing rationalisation of logistics hubs. In detail, there was a reduction in 2010 of manual sorting offices (Priority Centres) from 35 in 2009 to 29 by the end of 2010 and a reduction in Sorting Centres from 22 to 21, following the closure of the International Sorting Centre in Milan, with the transfer of the handling of inbound and outbound international mail to the Sorting Centre at Milano Peschiera Borromeo. Action taken to increase plant and equipment at industrial facilities during the year included the installation at facilities in Ancona, Naples and Novara of three input/output interconnections for automated mail sorting equipment for letters and postcards, and the installation of a pilot system for the automated emptying of sorting equipment for outsize items at the Bologna facility. 39. The Customer to Business Interaction (CBI) consortium is a screen-based banking service for companies of all sizes to connect directly, from their own computers, with all banks with whom they do business. Directors’ Report on Operations 86 With the introduction in 2010 of an additional seven40 remote Coding Service Centres (CSC) at logistics network hubs, the decentralisation of video coding from Sorting Centres to non-automated network centres was completed. The number of CSCs at the end of 2010 was 33. Finally, in support of the reorganisation of the entire logistics network, action was taken during the year with respect to the Company’s fleet of motor vehicles. This led to the procurement of 100 electric-powered light quadricycles, alternative fuel vehicles with a low environmental impact, which had been successfully tested in previous years for mail deliveries in the centres of major Italian cities and on certain smaller islands. 40. The seven centres are at: Arezzo, Avellino, Benevento, Bolzano, L’Aquila, Lecce and Ragusa. Poste Italiane | Annual Report 7. Investments | 8. Environment 87 8. ENVIRONMENT Poste Italiane initiated sustainable environmental protection measures throughout the Group several years ago. The objective is to limit environmental damage caused by pollution through measures ranging from evolving the corporate fleet of vehicles to the rationalisation of the logistics network, increased procurement of power from renewable sources, participation in international postal operators’ programmes for the reduction of greenhouse gas emissions and the dissemination of a culture of corporate responsibility. A “Consumption Reduction Plan - environmental area” was consequently developed during the year for three different areas: energy savings, differentiated waste and the use of recycled paper. The Plan has two objectives: the reduction of consumption and the diffusion of a culture of environmental protection within the Group. The latter was realised by providing all employees in the Group with a copy of the Charter of Environmental Values to increase awareness of the impact on the environment of our day-to-day actions. The intention is also for the Charter to publicise the Company’s environmental initiatives and promote the participation of individuals in actions designed to reduce the Group’s environmental impact through minor changes to day-to-day behaviour. The Group’s sustainable energy-related growth is the responsibility of Poste Energia SpA, which manages power supplies to Group companies with high energy consumption. In 2010 it extended its advisory services to also cover gas supplies to Postel SpA. In addition to reducing energy consumption during the year, particularly at head office and industrial premises, steps were taken to procure power from certificated renewable sources under the Renewable Energy Certificate System (RECS). Renewable energy now accounts for 50% (45% in 2009) of all power consumption throughout the Group’s properties (over 500 GWh). Measures were introduced with respect to transport for the optimisation and efficiency of nationwide and local road transport and, as explained in the section on capital expenditure, the introduction of alternative fuel and low environmental impact vehicles continued during the year. Poste Italiane is also very active internationally where it participates in major working groups engaged in environmental protection. In detail, the Company: • in connection with the International Post Corporation (IPC), it participates in the Environmental Measurement and Monitoring System (EMMS) for the monitoring of CO2 emissions and the qualitative assessment of postal operators’ environmental protection efforts; • in connection with PostEurop, an association supporting public postal operators in Europe with respect to the introduction of eco-sustainable development policies and the application of operational practices to save energy and reduce CO2 emissions, it has taken over leadership of all projects eligible for EU funding for Green Projects; • in connection with the Universal Postal Union (UPU), it provides active contribution to all matters concerning global emissions monitoring systems and all issues in connection with eco-sustainability. All of the Poste Italiane group’s actions and results in connection with economic, social and environmental sustainability are explained in the company’s Annual Social Report. Directors’ Report on Operations 88 9. EVENTS AFTER 31 DECEMBER 2010 As explained above, conversion of the Law Decree of 29 December 2010 (the so-called Milleproroghe legislation) into law was approved in February 2011. The Law provided (paragraph 17-octies et seq. of article 2) that by 30 June 2011 Poste Italiane SpA was, by shareholder resolution, on the recommendation of the Board of Directors, to ring fence capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. The capital is to amount to at least 10% of the Company’s Equity. The shareholder resolution will establish the assets and contractual relations to be included in the ring fence and the rules for its organisation, management and control. Furthermore, article 8 of the Decree provides that the funds earmarked for publisher tariff subsidies to compensate the Company for the delivery of publications shall remain available until 31 March 2011, rather than the 31 December 2010 initially provided. Poste Italiane | Annual Report 9. Events after 31 December 2010 | 10. Outlook 89 10. OUTLOOK The third and final phase of the full deregulation of the European postal market started on 1 January 2011. This phase entails the elimination of the area reserved for providers of Universal Postal Service. The full opening of the Postal Services market to competition in combination with the unfavourable economic environment that has persisted for the past few years, means that the Company will be forced to adopt strategies to protect volumes and, hence, revenues earned by conventional postal services and to further improve and expand the range of integrated and digital services provided, in addition to investing in the technological innovation of the processes involved in the development of products and services. Pilot studies will be conducted in 2011 with pre-franked envelopes and parcels that include the cost of sending the product. Since packaging is standardised, customers will be able to send parcels direct from their homes. Pilot reverse logistics services will be introduced during the year for certain customers. Advanced methods of delivery, electronic document storage and the reporting of consignments and documentation will be made available to large customers. Also with the intent to strengthen the Company’s strategic dominance of the postal sector and to increase customer satisfaction through the offering of new and tailored services, reorganisation of the segment in accordance with the union agreement of 27 July will continue in 2011. The reorganisation will relate to delivery services, the logistics network and the transport system. In addition to its regular series of stamps in connection with specific topics, the Philately Programme for 2011 will include a number of issues commemorating the 150th anniversary of the Unification of Italy. The commitment of the Group with respect to Postal, Express Delivery and Parcel Services will be to consolidate the integration of the Parent Company’s tracking systems with those of the subsidiary SDA Express Courier SpA, in order to create a single, integrated logistics network. This will entail a reorganisation of the range of domestic products offered and a strengthening of Poste Italiane’s international market position by expanding the range of dedicated Retail and Business products. Financial Services will focus on non-consumer customers for whom two new current accounts will be introduced: one for trustees in bankruptcy, which is a market segment currently not covered by the Company; and a second for non-profit organisations in order to improve the quality of and expand the customer base. A promotion will be launched to attract SME customers and consolidate and increase In Proprio account balances entailing the payment of higher than standard credit interest rates for any increase in balances above 2010 levels. Loan product development will be targeted by offers to specific customer segments in 2011. A Prontissimo product will be added exclusively for holders of Postal Savings Books, Investments, etc. Agreements with social security institutions will be renewed regarding the assignment of one fifth of INPS and INPDAP pension payments. In 2011, Mutuo BancoPosta customers will be offered the option of loans financing the acquisition of properties at court auctions by using special agreements to be concluded between the disbursing credit institution and the main Italian courts. The electronic money segment will be broadened through product innovation. A new credit card will be introduced dedicated to SMEs and professionals. Directors’ Report on Operations 90 An extension of the offer of Postepay multi-application cards to business customers is planned, in addition to the launch of a prepaid card that can be used on the Milan public transport system and the introduction of contactless functions on standard cards. A Report Gold service will be included with the Bollettino product in 2011, giving billing customers the ability to use BPIOL to gain online access to the digital archive of the customers’ bills issued in order to view and export the data and visualise bills paid over the last ten years. Screen access to digital archives of bills means that account holders will be able to quickly reconcile amounts received with their accounting records, without having to wait for the delivery of hard copies of receipts which may now, on request, be eliminated. As explained in greater detail above, on the fulfilment of certain conditions precedent, Poste Italiane will finalise the acquisition of UniCredit MedioCredito Centrale SpA as a part of the “Banca del Mezzogiorno” project. The understanding is, in fact, that Poste Italiane will be made responsible for the project. MedioCredito Centrale will, consequently, become a fully operating member of the Poste Italiane group in 2011. In the Insurance Services segment, 2011 will see the Group continue to focus primarily on the sale of life policies, and the development of pension funds and personal protection products. Given the current economic outlook, investment policy will continue to be based on prudent asset allocation. Whilst the value of PosteVita’s portfolio securities is tied to the performance of the financial markets, the company’s results should be in line with the attractive returns on the investment of premiums. Furthermore in 2011, as a result of PosteAssicura’s commercial success in the first months of its operations, it is intended to increase non-life production. With respect to telephone services, the telecommunications network will be completed in 2011. This will entail Poste Italiane SpA’s conferment of the relevant assets and resources to PosteMobile. Business development in 2011 will include the introduction of post-paid postal services to improve its market position in the business market (primarily SMEs) and to expand the high-end consumer product range. PosteMobile will also expand the original scope of its operations in 2011 by entering the remote games segment. The results for the year confirm the growth trend of recent years. The outlook for 2011 makes maintenance of the 2010 level of earnings less than straight forward. A number of factors will affect earnings in 2011, including: • completion of the process of deregulation of the postal sector; • the substantial elimination of the system of subsidies for publications resulting in a fall in mail volumes; • the progressive and natural decline of traditional mail, which is being replaced by electronic forms of communication and is being affected by large customers’ cost cutting exercises; • financial market trends and interest rates, making it difficult to identify financial transactions that can stabilise the returns on portfolios required to be invested in government bonds; • the economic environment and households’ ability to save. The Company has, nevertheless, set itself the objective of achieving earnings in line with 2010 through the strategic and commercial measures outlined above, in addition to a stringent policy of cost savings. Poste Italiane | Annual Report 10. Outlook | 11. Other information 91 11. OTHER INFORMATION Related party transactions With particular reference to postal current account services and postal savings deposits, there were significant transactions during the year between the Group and two shareholders, the Ministry of the Economy and Finance and Cassa Depositi e Prestiti, which until 31 December 2010 held 35% of the Company’s share capital. Details of the related party transactions of the Poste Italiane group and the Parent Company are provided in note 40 in the consolidated financial statements and in note 33 in the separate financial statements. Legislative Decree 196 of 30 June 2003 In compliance with Legislative Decree 196/2003, the “Data Protection Code” (“Codice in materia di protezione dei dati personali”), the Company has revised its Data Protection Planning Document, which describes the Company’s overall organisation, its technological equipment, and the distribution of responsibilities within the departments involved in the processing of personal data, as well as overseeing the correct application of the minimum security requirements provided for by the law. The revision has involved the confirmation of references to company regulations which, in addition to procedures, include notes, instructions, references to the intranet, forms, policies, minutes and other relevant documents. Directors’ Report on Operations 92 12. BOARD OF DIRECTORS’ PROPOSALS TO SHAREHOLDERS The Board of Directors proposes that the General Meeting of shareholders: • approve the financial statements of Poste Italiane SpA for the year ended 31 December 2010, consisting of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the notes, accompanied by the Directors’ Report on Operations; • appropriate profit for the year of 729,034,811 euros as follows: a) 38,948,137.72 euros to the legal reserve; b) the residue in accordance with shareholder resolutions. The Board of Directors also proposes that shareholders approve appropriation of a portion of retained earnings, amounting to 1,000,000,000.00 euros, to form ring fenced capital to be used exclusively in relation to BancoPosta’s operations. This capital is to be held in a specific Equity reserve, named the “Reserve for BancoPosta capital”, and used exclusively to meet the related capital requirements. Poste Italiane | Annual Report 12. Board of Directors’ proposals | Appendix - Key performance indicators APPENDIX - KEY PERFORMANCE INDICATORS FOR PRINCIPAL POSTE ITALIANE GROUP COMPANIES The figures shown in the tables below reflect the financial and operational indicators (as deduced from the related reporting packages) of the principal Group companies prepared in accordance with International Financial Reporting Standards (IFRS) and approved by the boards of directors of the respective companies. Postel SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2009 2010 Amount % 249,764 20,762 19,505 21,423 138,400 1,020 115 296,469 23,305 9,692 20,640 148,625 1,046 115 46,705 2,543 (9,813) (783) 10,225 26 n/s 18.7 12.2 (50.3) (3.7) 7.4 2.5 n/s The company employed on average 7 people seconded from the Parent Company (9 in 2009). n/s: not significant. PostelPrint SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2009 2010 Amount % 98,789 6,302 4,237 1,212 32,768 233 24 115,007 6,400 4,058 538 36,891 231 23 16,218 98 (179) (674) 4,123 (2) (1) 16.4 1.6 (4.2) (55.6) 12.6 (0.9) (4.2) 2009 2010 Amount % 422,492 (23,444) (23,529) 6,840 81,198 1,276 1 437,736 (41,535) (34,508) 6,225 52,449 1,334 13 15,244 (18,091) (10,979) (615) (28,749) 58 12 3.6 77.2 46.7 (9.0) (35.4) 4.5 n/s SDA Express Courier SpA(*) Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average The figures for 2010 take account of Poste Italiane Trasporti SpA which was merged with and into the company on 31 December 2010, with effect for accounting and tax purposes from 1 January 2010. n/s: not significant. (*) Directors’ Report on Operations 93 94 Italia Logistica Srl(*) Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2009 2010 Amount % 73,185 (5,365) (6,011) 4,714 5,453 80 4 87,473 (3,627) (3,544) 1,786 1,876 66 16 14,288 1,738 2,467 (2,928) (3,577) (14) 12 19.5 (32.4) (41.0) (62.1) (65.6) (17.5) n/s Since 2008 the company has been accounted for using proportionate consolidation. In the previous table it was consolidated on a line-by-line basis. n/s: not significant. (*) Poste Tutela SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2009 2010 Amount % 79,949 1,338 771 112 7,177 81,325 1,501 971 21 8,146 1,376 163 200 (91) 969 1.7 12.2 25.9 (81.3) 13.5 4 4 n/s n/s 2009 2010 Amount % 7,091,501 107,878 38,279,074 9,500,212 188,058 43,677,787 2,408,711 80,180 5,398,713 34.0 74.3 14.1 37,617,920 1,070,734 148 - 42,450,276 1,240,577 168 4 4,832,356 169,843 20 4 12.8 15.9 13.5 n/s The company employed on average 3 people seconded from the Parent Company (9 in 2009). n/s: not significant. Poste Vita SpA(*) Increase/(Decrease) (€000) Earned premiums(**) Profit for the period Financial assets Technical provisions for insurance business and Financial liabilities at fair value Equity Permanent workforce - end of period Flexible workforce - average The figures shown have been prepared in accordance with IFRS and therefore may not coincide with those in the financial statements prepared under Italian GAAP and in accordance with the Italian Civil Code. (**) Earned premiums are reported gross of outward reinsurance premiums. n/s: not significant. The company employed on average 6 people seconded from the Parent Company (6 in 2009). (*) BancoPosta Fondi SpA SGR Increase/(Decrease) (€000) Fee income Net fee income Profit for the period Financial assets (liquidity and securities) Equity Permanent workforce - end of period 2009 2010 Amount % 31,242 27,405 15,122 52,443 49,377 35,074 31,172 17,210 65,556 66,467 3,832 3,767 2,088 13,113 17,090 12.3 13.7 13.8 25.0 34.6 11 38 27 n/s The company employed on average 5 people seconded from the Parent Company (25 in 2009). n/s: not significant. Poste Italiane | Annual Report Appendix - Key performance indicators 95 Postecom SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2009 2010 Amount % 57,059 423 (1,612) 6,101 39,770 241 11 75,891 84 (1,106) 6,301 38,721 244 8 18,832 (339) 506 200 (1,049) 3 (3) 33.0 (80.1) (31.4) 3.3 (2.6) 1.2 (27.3) The company employed on average 7 people seconded from the Parent Company (3 in 2009). PosteMobile SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2009 2010 Amount % 98,533 (8,048) (6,795) 14,231 9,415 110 172,927 9,542 5,464 16,500 14,886 164 74,394 17,590 12,259 2,269 5,471 54 75.5 n/s n/s 15.9 58.1 49.1 1 0 (1) n/s 2009 2010 Amount % 44,919 29,294 19,941 353 417,278 7 44,908 30,116 18,338 779 435,616 11 (11) 822 (1,603) 426 18,338 4 n/s 2.8 (8.0) n/s 4.4 57.1 The company employed on average 5 people seconded from the Parent Company (5 in 2009). n/s: not significant. Europa Gestioni Immobiliari SpA Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period The company employed on average 1 person seconded from the Parent Company (4 in 2009). n/s: not significant. PosteShop SpA(*) Increase/(Decrease) (€000) Revenue Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2009 2010 Amount % 60,115 (1,436) (1,545) 261 5,806 38 56,195 (2,289) (2,500) 254 3,307 27 (3,920) (853) (955) (7) (2,499) (11) (6.5) 59.4 61.8 (2.7) (43.0) (28.9) The company employed on average 17 people seconded from the Parent Company (28 in 2009). (*) The transfer of the business unit known as “Kipoint” from PosteShop SpA to Kipoint SpA was finalised on 27 October 2010. Directors’ Report on Operations 96 GLOSSARY Business to Business (also B2B): trading between companies. Business to Consumer (also B2C): online trading between companies and final consumers. Coding Service Centres (CSC): video coding centres for sorting equipment. Decentralised Distribution Centres: area units undertaking mail delivery as well as notification services where available. Distribution Centres: physical sites serving their local area, carrying out the basic delivery service, internal handling, support services for the transport network, other external activities not directly linked to distribution and, on occasion, other high-value-added services. E-Government: the computerisation of Public Sector processes, enabling documents to be processed and managed in digital format, by using information and communication technologies to optimise the work of public bodies, and offering customers (the general public and companies) faster services, as well as new services via, for example, the websites of the Government agencies concerned. Ho.Re.Ca.: business term used for the hospitality sector, covering enterprises operating in the hotel or food and beverage sectors (restaurants, bars and cafes). International Post Corporation (IPC): a cooperative specialised in the development of operational and commercial projects for postal services, the objective of which is to improve quality of service. Master Distribution Centres: primary distribution centres which also serve as transit points for hubs, the provider of notification services, and as receiving locations for large customers. Personal Card Reader (PCR): instrument which, combined with a Postamat card and a digital certificate memorised in a chip, permits the exchange of unique codes for an online transaction between a site and the customer in order to verify identity. This new system fully replaced the old mnemonic codes in April 2010. Phishing: attempt to criminally and fraudulently acquire confidential information by masquerading as a trustworthy entity in an electronic communication. PostEurop: a European association that aims to optimise postal operations and services in Europe and promoting greater cooperation among its member states. Reverse Logistics: services typically relating to items which, once delivered, are returned to the sender (e.g., items returned for technical assistance or which must be replaced). Poste Italiane | Annual Report Glossary 97 Service Continuity: in order to safeguard business continuity in the event of a crisis, including those of a serious nature, the Bank of Italy and the CONSOB are coordinating a working group to look at service continuity in the Italian financial system. The group involves participants from Italy’s leading banking groups and the companies that manage the various networks and infrastructures that are key to the smooth operation of the financial system. Strong Authentication: authentication with two elements, or authentication with several elements, is a system based on the joint use of two methods of individual authentication. Time To Market: length of time it takes from a product being conceived until its being available for sale. Universal Postal Union (UPU): a global organisation fostering cooperation amount postal operators, which regulates and harmonises international postal exchange and provides stimulus for development by focusing on the improvement of the quality of service provided to customers. VoIP (Voice Over IP): voice services over the internet. Directors’ Report on Operations 98 POSTE ITALIANE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 STATEMENTS AND NOTES 99 ANNUAL REPORT 2010 100 CONTENTS STATEMENT OF FINANCIAL POSITION 102 INCOME STATEMENT 103 STATEMENT OF COMPREHENSIVE INCOME 104 STATEMENT OF CHANGES IN EQUITY 105 STATEMENT OF CASH FLOWS 106 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 107 1. Introduction 107 2. Basis of accounting 108 3. Risk management 126 4. Operating segments 145 5. Property, plant and equipment 147 6. Investment property 150 7. Intangible assets 151 8. Investments accounted for using the equity method 154 9. Financial assets 156 10. Other non-current assets 164 11. Inventories 165 12. Trade receivables 166 13. Other current receivables and assets 170 14. Assets and liabilities attributable to BancoPosta 171 15. Cash and cash equivalents 177 16. Non-current assets held for sale 178 17. Share capital 179 18. Shareholder transactions 180 19. Earnings per share 180 20. Reserves 180 101 21. Technical provisions for insurance business 181 22. Provisions for liabilities and charges 181 23. Staff termination benefits 183 24. Financial liabilities 184 25. Trade payables 189 26. Other liabilities 190 27. Revenues from sales and services 193 28. Earned premiums 197 29. Other income from financial and insurance activities 197 30. Other operating income 198 31. Cost of goods and services 199 32. Net change in technical provisions for insurance business and other claims expenses 33. Other expenses from financial and insurance activities 201 202 34. Staff costs 202 35. Depreciation, amortisation and impairments 204 36. Capitalised costs and expenses 204 37. Other operating costs 205 38. Finance income/costs 206 39. Income tax expense 207 40. Related party transactions 212 41. Other information 217 42. Information on investments 221 43. Events after 31 December 2010 222 ATTESTATION OF THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58/1998 BOARD OF STATUTORY AUDITORS’ REPORT INDEPENDENT AUDITORS’ REPORT 223 224 225 ANNUAL REPORT 2010 102 STATEMENT OF FINANCIAL POSITION ASSETS Note 31 Dec 2010 of which related party transactions (Note 40) 31 Dec 2009 of which related party transactions (Note 40) Property, plant and equipment [5] 2,956,784 - 3,123,942 - Investment property [6] 162,945 - 153,676 - Intangible assets [7] 521,358 - 513,550 - Investments accounted for using the equity method [8] 6,671 6,671 14,659 14,659 (€000) Non-current assets [9] 40,499,401 324,834 34,016,430 536,693 Deferred tax assets [39] 760,014 - 644,844 - Other non-current assets [10] 838,076 1,466 838,744 1,466 Financial assets Total Assets attributable to BancoPosta 45,745,249 [14] 39,653,994 39,305,845 6,173,454 39,512,159 6,804,803 Current assets Inventories [11] 44,190 - 52,595 - Trade receivables [12] 3,915,400 2,139,963 4,177,952 2,214,918 Current tax assets [39] 52,408 - 50,358 - Other current receivables and assets [13] 603,234 33 506,338 52 [9] 4,612,096 416,823 5,296,526 335,169 [15] 1,093,145 - 2,038,783 - Financial assets Cash and cash equivalents Total Non-current assets held for sale 10,320,473 [16] TOTAL ASSETS 5,582 12,122,552 - 95,725,298 1,285 - 90,941,841 LIABILITIES AND EQUITY (€000) Note 31 Dec 2010 of which related party transactions (Note 40) 31 Dec 2009 of which related party transactions (Note 40) Equity Share capital Reserves Retained earnings Total Equity attributable to owners of the Parent [17] [20] Minority interests Total 1,306,110 (58,421) 3,135,376 4,383,065 - 1,306,110 663,618 2,605,182 4,574,910 - 13 - 13 - 4,383,078 4,574,923 Non-current liabilities Technical provisions for insurance business Provisions for liabilities and charges Staff termination benefits Financial liabilities Deferred tax liabilities Other liabilities Total [21] [22] [23] [24] [39] [26] 41,738,868 422,235 1,323,481 2,390,440 293,795 73,903 46,242,722 30,276 371,122 6 35,927,121 335,201 1,445,954 3,536,032 417,328 84,701 41,746,337 33,011 512,668 6 Liabilities attributable to BancoPosta [14] 37,810,862 74,405 37,718,321 80,457 Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Financial liabilities Total [22] [25] [39] [26] [24] 841,554 1,688,813 43,888 1,773,255 2,941,126 7,288,636 10,321 239,871 90,608 149,552 898,984 1,789,900 79,570 1,787,837 2,345,969 6,902,260 13,963 288,949 87,630 168,200 TOTAL LIABILITIES AND EQUITY Poste Italiane | Annual Report 95,725,298 90,941,841 Statement of financial position | Income statement 103 INCOME STATEMENT Note 2010 of which related party transactions (Note 40) 2009 of which related party transactions (Note 40) Revenues from sales and services [27] 10,133,509 2,666,138 10,343,768 2,690,980 Earned premiums [28] 9,504,804 - 7,112,404 - Other income from financial and insurance activities [29] 1,982,500 - 2,431,018 - Other operating income [30] 216,130 4,389 210,641 12,202 [4] 21,836,943 Cost of goods and services [31] 2,597,716 152,288 2,550,186 162,233 Net change in technical provisions for insurance business and other claims expenses [32] 10,190,477 - 8,626,318 - Other expenses from financial and insurance activities [33] 388,332 - 303,400 - Staff costs [34] 6,004,505 29,511 6,222,356 29,022 (66,320) - (121,007) - [35] 547,232 - 555,115 - (38,447) - (30,338) - [37] 277,609 13,850 271,300 31,251 (€000) Total revenue of which non-recurring costs/(income) Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs Operating profit/(loss) 20,097,831 1,869,519 1,599,494 Finance costs [38] 160,671 26,964 188,497 33,474 Finance income Profit/(Loss) on investments accounted for using the equity method [38] 179,094 46,306 177,354 88,248 [8] (490) - 1,212 - Profit/(Loss) before tax Income tax expense 1,887,452 [39] of which non-recurring expense/(benefit) 1,589,563 869,531 - 685,573 - - - 62,145 - PROFIT FOR THE YEAR 1,017,921 903,990 attributable to owners of the Parent 1,017,921 903,990 - - attributable to non-controlling interests Earnings per share [19] 0.779 0.692 Diluted earnings per share [19] 0.779 0.692 Consolidated financial statements 104 STATEMENT OF COMPREHENSIVE INCOME (€000) Note Profit/(Loss) for the year 2010 2009 1,017,921 903,990 Available-for-sale financial assets Increase/(Decrease) in fair value during the period [20.1] (896,610) 566,332 Transfers to profit or loss [20.1] (339,167) (32,651) [20.1] 86,659 3,701 Cash flow hedges Increase/(Decrease) in fair value during the period [20.1] 33,252 (6,409) Actuarial gains/(losses) on provisions for staff termination benefits Transfers to profit or loss [23.1] 70,003 50,766 Taxation of items recognised directly in, or transferred from, Equity [39.9] 336,097 (182,468) Total other components of comprehensive income (709,766) 399,271 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 308,155 1,303,261 attributable to owners of the Parent 308,155 1,303,261 - - attributable to minority interests Poste Italiane | Annual Report Statement of comprehensive income I Statement of changes in Equity 105 STATEMENT OF CHANGES IN EQUITY Equity Reserves (€000) Note Balance at 1 January 2009 Total comprehensive income for the year Retained Total earnings/ Equity (Accumulated attributable losses) to owners of the Parent Share capital Legal reserve Fair value reserve Cash flow hedge reserve Minority interests Total Equity 1,306,110 112,311 270,619 (117,685) 1,850,294 3,421,649 13 3,421,662 - - 363,969 (1,636) 940,928 1,303,261 - 1,303,261 Appropriation of profit to reserves [20] - 36,040 - - (36,040) - - - Dividends paid [18] - - - - (150,000) (150,000) - (150,000) 1,306,110 148,351 634,588 (119,321) 2,605,182 4,574,910 - - (842,383) 81,704 1,068,834(*) 308,155 - 308,155 Balance at 31 December 2009 Total comprehensive income for the year 13 4,574,923 Appropriation of profit to reserves [20] - 38,640 - - (38,640) - - - Dividends paid [18] - - - - (500,000) (500,000) - (500,000) 1,306,110 186,991 (207,795) (37,617) 3,135,376 4,383,065 Balance at 31 December 2010 (*) 13 4,383,078 This item includes profit for the year of 1,017,921 thousand euros, actuarial gains on provisions for staff termination benefits of 70,003 thousand euros, after the related current and deferred tax expense of 19,090 thousand euros. Consolidated financial statements 106 STATEMENT OF CASH FLOWS (€000) Note 2010 2009 Deposits and cash in hand at beginning of year Profit/(Loss) before tax Depreciation, amortisation and impairments [35] Impairment of goodwill/goodwill arising from consolidation [7] Net provisions for liabilities and charges [22] Use of provisions for liabilities and charges [22] Provisions for staff termination benefits [23] Staff termination benefits paid [23] Changes in technical provisions for insurance business (Gains)/Losses on disposals [30] (Gains)/Losses on financial assets/liabilities measured at fair value (Income)/Expenses from financial and insurance activities (Dividends) [38] Dividends received (Finance income realised) [38] (Finance income in form of interest) [38] Interest received Interest expense and other finance costs [38] Interest paid Losses and impairments/(Recoveries) on receivables [37] Income tax paid [39] Other changes Cash generated by operating activities before changes in working capital [a] Changes in working capital: (Increase)/Decrease in Inventories [11] (Increase)/Decrease in Trade receivables (Increase)/Decrease in Other receivables and assets Increase/(Decrease) in Trade payables [25] Increase/(Decrease) in Other liabilities Cash generated by/(used in) changes in working capital [b] Increase/(Decrease) in liabilities attributable to BancoPosta Payment of liabilities linked to financial contracts issued by insurance segment [24] Net cash generated by/(used for) financial assets at fair value through profit or loss attributable to insurance segment Net cash generated by/(used for) financial assets held for trading attributable to BancoPosta Net cash generated by/(used for) available-for-sale financial assets attributable to insurance segment [9] Net cash generated by/(used for) available-for-sale financial assets attributable to BancoPosta (Increase)/Decrease in other assets attributable to BancoPosta Cash generated by/(used for) financial assets and liabilities attributable to BancoPosta and insurance segment [c] Net cash flow from/(for) operating activities [d]=[a+b+c] - of which related party transactions Investing activities: Property, plant and equipment [5] Investment property [6] Intangible assets [7] Investments [8] Other financial assets (*) [14] Cash used for investments in held-to-maturity investments attributable to BancoPosta Disposals: Property, plant and equipment, investment property and assets held for sale Investments [8] Other financial assets Cash generated by investments in held-to-maturity investments attributable to BancoPosta (*) Change in basis of consolidation [e] Net cash flow from/(for) investing activities (*) - of which related party transactions Proceeds from/(Repayments of) long-term borrowings (Increase)/Decrease in loans and receivables Increase/(Decrease) in short-term borrowings Dividends paid [18] Net cash flow from/(for) financing activities and shareholder transactions [f] - of which related party transactions Net increase/(decrease) in cash and cash equivalents [g]=[d+e+f] Deposits and cash in hand at end of year [15] 2,038,783 1,887,452 547,232 13,390 443,791 (415,295) 502 (111,746) 6,960,498 (100,976) (139,946) (739,713) (376) 358 (40,020) (132,726) 84,694 154,652 (77,682) 10,459 (782,891) (4,179) 7,557,478 2,346,134 1,589,563 555,115 461,196 (391,220) 399 (82,644) 6,966,613 (60,326) (960,856) (428,891) (154) 131 (502) (171,906) 149,930 185,312 (114,559) 31,692 (716,994) (36,071) 6,975,828 8,405 268,003 (125,010) (101,087) (17,266) 33,045 95,122 (1,005,189) 884 (629,914) (168,805) (65,613) 162,119 (701,329) 576,492 (1,291,815) (480,268) 112,716 2,276,353 1,041,786 (5,602,437) (281,413) 750,209 (7,578,508) (1,504,262) 1,064,366 (6,411,260) 1,179,263 635,471 (5,415,588) 858,911 (2,258,960) (247,056) (1,180) (185,745) (1,700) (550,916) (2,814,133) (288,896) (607) (218,180) (5,999) (204,454) (3,281,112) 120,119 156,397 1,304,091 9,131 (2,210,992) (29,837) (175,718) 152,308 609,501 (500,000) 86,091 (507,886) (945,638) 1,093,145 85,623 516,280 2,740,493 (656,852) (53,036) (216,439) 145,484 (288,455) (150,000) (509,410) (650,279) (307,351) 2,038,783 (*) This item includes BancoPosta’s portfolio of held-to-maturity investments. Poste Italiane | Annual Report Statement of cash flows I Notes to the consolidated financial statements 107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 - INTRODUCTION Poste Italiane SpA (hereinafter also referred to as the “Parent Company”) derives from the conversion of the Public Entity Poste Italiane, under Resolution 244 of 18 December 1997 passed by the Interministerial Economic Planning Committee. The Company’s registered office is at Viale Europa 190, Rome (Italy) and it is a wholly owned subsidiary of the Ministry of the Economy and Finance (hereinafter also referred to as the “MEF”). The Poste Italiane group (the Group) provides a Servizio Postale Universale (the Universal Postal Service, provided under a Universal Service Obligation) in Italy, whilst offering integrated communication, logistics, financial and insurance products and services throughout the country via its national network of around 14,000 post offices. The Group operates in the three segments of Postal Services, Financial Services and Insurance Services, which are supplied by the various business units and Group companies. Postal Services include Mail, Express Delivery, Logistics and Parcels, and Philately. Financial Services regard the activities of BancoPosta listed in art. 2 of Presidential Decree 144 of 14 March 2001, and primarily refer to the collection of public deposits in all their forms, the supply of payment services, foreign currency trading, the promotion and marketing of loans issued by banks and other authorised financial institutions, and the provision of investment services. Insurance Services are provided by the subsidiary Poste Vita, which operates in ministerial life assurance Branches I, III and V, and in ministerial non-life insurance Branches I and II. The Group increasingly aims to supply integrated services and innovative solutions to the general public, to firms and to Central and Local Government by exploiting its own distribution channels as well as the multiple and complementary competencies of Group companies. These consolidated financial statements for the year ended 31 December 2010 have been prepared in euros, the currency of the economy in which the Group operates. They consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the following notes. All amounts in the consolidated financial statements and the notes are shown in thousands of euros, unless otherwise stated. Consolidated financial statements 108 2 - BASIS OF ACCOUNTING 2.1 - BASIS OF PREPARATION The Poste Italiane group prepares its consolidated financial statements under the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and adopted by the European Union in EC Regulation 1606/2002 of 19 July 2002, and pursuant to Legislative Decree 38 of 20 February 2005, which introduced regulations governing the adoption of IFRS in Italian law. The term IFRS includes all the International Financial Reporting Standards, International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC, previously known as the Standing Interpretations Committee or SIC), adopted by the European Union and contained in the EU regulations published through to 7 March 2011, the date on which the Board of Directors of Poste Italiane SpA approved these consolidated financial statements as part of the Annual Report. Legislative Decree 195 of 6 November 2007, which implemented Directive 2004/109/EC that standardised the transparency requirements relating to the information published by issuers whose financial instruments are traded on a regulated market (the so-called Transparency Directive), has amended Legislative Decree 58 of 24 February 1998 (the Consolidated Law on Finance), introducing the definition “listed issuers whose home Member State is Italy”. Given that Poste Italiane SpA falls within this definition as an issuer of bonds listed on the Luxembourg Stock Exchange, during preparation of this document the CONSOB regulations contained in Resolution 15519 of 27 July 2006 and in Ruling DEM/6064293 of 28 July 2006 were taken into account. The basis of consolidation and the accounting policies adopted reflect the fact that the Group will remain fully operational in the foreseeable future, in accordance with the going concern assumption. The basis of consolidation and the accounting policies are described in notes 2.2 and 2.3, and are consistent with those applied in the preparation of the consolidated financial statements for the year ended 31 December 2009. The statement of financial position has been prepared on the basis of the current/non-current distinction1. The format of the income statement is based on the nature of expenses. The statement of cash flows has been prepared in accordance with the indirect method2. As required by CONSOB Resolution 15519 of 27 July 2006, each item in the statement of financial position, income statement and statement of cash flows shows the amounts deriving from related party transactions. The income statement also shows, where present, income and expenses deriving from material non-recurring transactions or from nonrecurring events. Taking account of the different nature and the number of transactions carried out by Group companies, many items of income and expense of a non-recurring nature may occur with significant frequency. These items of income and expense are only presented separately when they are both of an exceptional nature and were generated by a transaction of a material nature. In order to allow comparison on a like-for-like basis with the amounts for 2010, certain items in the statement of cash flows for the year ended 31 December 2009 have been reclassified, as have amounts in certain notes. At the date of approval of these consolidated financial statements, there is no established practice on which to base interpretation and application of a number of new, or revised, international accounting standards. Moreover, the tax authorities have only issued systematic official interpretations for a number of the effects of the tax-related measures contained in Legislative Decree 38 of 20 February 2005, Law 244 of 24 December 2007 (the 2008 Budget Law) and the Ministerial Decree of 1 April 2009, implementing the 2008 Budget Law, which have introduced numerous changes to IRES and IRAP. The consolidated financial statements have, therefore, been prepared on the basis of the best currently available knowledge of IFRS and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent years, in accordance with the specific procedures provided for by the related standards. 1. Current assets include assets (such as inventories and trade receivables) that are sold, consumed or realised as part of the normal operating cycle even when they are not expected to be realised within twelve months after the reporting period (paragraph 68, Revised IAS 1). 2. Under the indirect method, net cash from operating activities is determined by adjusting profit/(loss) for the year to reflect the impact of non-cash items, any deferment or provisions for previous or future operating inflows or outflows, and revenue or cost items linked to cash flows from investing or financing activities. Poste Italiane | Annual Report Notes to the consolidated financial statements 109 2.2 - BASIS OF CONSOLIDATION The Poste Italiane group’s consolidated financial statements include the financial statements of Poste Italiane SpA and of the companies over which the Parent Company directly or indirectly exercises control from the date on which control is obtained until the date on which control is no longer held by the Group. Control is exercised both via direct or indirect ownership of voting shares, and via the exercise of dominant influence, defined as the power to govern the financial and operating policies of the entity, including indirectly on the basis of contractual or legal agreements, obtaining the related benefits, regardless of the nature of the equity interest. In determining control, potential voting rights exercisable at the end of the reporting period are taken into account. The financial statements used for consolidation purposes have been specifically prepared at 31 December 2010, after appropriate adjustment, where necessary, to bring them into line with the accounting standards of the Parent Company. Subsidiaries that, in terms of their size or operations, are irrelevant to a true and fair view of the Group’s results of operations and financial position are not consolidated. Programma Dinamico SpA, a vehicle set up under Law 130 of 30 April 1999 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12, is not consolidated as its separate statement of financial position, income statement and cash flows are not material. Certain index-linked policies sold by Poste Vita SpA have invested in the synthetic securities issued by this company in previous years and held in separately managed accounts (see the description in note 3 - Financial risk management - Other risks - Reputational risk). These securities are accounted for in the company’s financial statements in Class D investments, where the risk is transferred to policyholders. In the Poste Italiane group’s consolidated financial statements these synthetic securities are accounted for in financial assets, with corresponding technical provisions accounted for in liabilities. The criteria adopted for consolidation on a line-by-line basis are as follows: • the assets, liabilities, costs and revenues of consolidated entities are accounted for on a line-by-line basis, where applicable attributing the minority interest in Equity and the profit/(loss) for the period to specific items reported separately in consolidated Equity and the consolidated income statement; • business combinations, entailing the acquisition of control of an entity, are accounted for using the purchase method. The cost of acquisition is calculated on the basis of the fair values of the assets given, the liabilities incurred and the equity instruments issued by the acquirer, plus any directly attributable acquisition costs incurred. After re-determination of the fair values of the assets and liabilities acquired and the cost of acquisition, any difference between the cost of acquisition and the fair values of the assets and liabilities acquired is, if positive, recognised as goodwill arising from consolidation, or, if negative, recognised in the income statement; • acquisitions of non-controlling interests in entities already controlled by the Group are not accounted for as acquisitions, but as changes in equity; in the absence of a relevant accounting standard, the Group recognises any difference between the cost of acquisition and the related share of equity acquired in Equity; • significant transactions between companies consolidated on a line-by-line basis and unrealised gains and losses on such transactions are eliminated, with the related tax effects, as are intercompany payables and receivables, costs and revenues, and finance costs and income; • gains and losses deriving from the disposal of investments in consolidated companies are recognised in the income statement based on the difference between the sale price and the corresponding share of consolidated equity sold. Investments in joint ventures are accounted for using proportionate consolidation, reporting the Group’s share of jointly controlled entities’ assets, liabilities, income and expenses on a line-by-line basis. The carrying amounts of these entities’ current and non-current assets and liabilities, income and expenses are reported in note 42.2. Investments in subsidiaries (note 42.3) that are not significant and are not consolidated, and those in companies over which the Group exerts significant influence (associates, in which it is assumed that the Group holds an interest of between 20% and 50%), are accounted for using the equity method. When the application of this method of accounting does not influence the Group’s results of operations or financial position, the investment is recognised at cost less any impairment losses. Consolidated financial statements 110 The equity method is as follows: • the Group’s share of an associate’s post-acquisition profits or losses is recognised in the consolidated income statement from the date on which significant influence or control is obtained until the date on which significant influence or control is no longer exerted by the Group; provisions are made to cover a company’s losses that exceed the carrying amount of the investment, to the extent that the Group has incurred legal or constructive obligations to cover such losses; changes in the equity of companies accounted for using the equity method not related to the profit/(loss) for the year are recognised directly in Equity; • unrealised gains and losses on transactions between the Parent Company/subsidiaries and the company accounted for using the equity method are eliminated to the extent of the Group’s interest in the associate, unless the unrealised loss provides evidence of an impairment. The following table shows the number of subsidiaries by method of consolidation and measurement: Subsidiaries 31 December 2010 31 December 2009 Consolidated on a line-by-line basis Consolidated using proportionate consolidation Consolidated using the equity method 16 1 7 16 1 9 Total subsidiaries 24 26 The following transactions took place during 2010: • Poste Assicura SpA, formerly consolidated using the equity method, began operating as a non-life company and is consolidated on a line-by-line basis; • the Poste Welfare consortium (in liquidation), formerly consolidated using the equity method, was cancelled from the Companies’ Register on 18 January; • the Poste Contact consortium (formerly consolidated using the equity method), which is 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% owned by Postel SpA, was merged with and into the subsidiary, Poste Link Scrl, on 24 February 2010; this transaction was effective for legal purposes from 8 March 2010 and for accounting and tax purposes from 1 January 2010; • on 17 March 2010 the Parent Company subscribed a capital increase of 1,739 thousand euros approved by an Extraordinary General Meeting of SDA Express Courier SpA’s shareholders by contributing 100% of the shares held in Poste Italiane Trasporti SpA; on 20 December 2010 the merger deed, by which Poste Italiane Trasporti SpA was merged with and into SDA Express Courier SpA, was executed with effect for legal purposes from 31 December 2010 and for accounting and tax purposes from 1 January 2010; • from 28 April 2010 Uptime SpA qualifies as a joint venture as a result of new shareholder agreements and is consolidated using the equity method; • on 25 June 2010 Poste Voice SpA (formerly consolidated using the equity method) merged with and into Poste Link Scrl, with effect for accounting and tax purposes from 1 January 2010; following registration of the merger deed on 25 June 2010, Poste Voice SpA was cancelled from the Companies’ Register; • on 23 June 2010 SDA Express Courier SpA established Kipoint SpA (consolidated using the equity method), with share capital of 500 thousand euros, with the aim of transferring the “Kipoint” division acquired from PosteShop SpA to the new company; this transaction was completed on 27 October 2010 with execution of the contract transferring the division. The following transactions did not result in changes to the basis of consolidation: • on 23 July 2010 the members of the BRPOSTAL consortium, in which the subsidiary, Postel do Brasil Ltda, has an interest, approved the winding up of the consortium; following the consortium’s winding up, the board of directors of Postel SpA began to take all the required steps in order to liquidate the Brazilian subsidiary; • on 20 December 2010 Poste Italiane SpA concluded an agreement with UniCredit SpA for the acquisition, at a price of 136 million euros, of the entire share capital of UniCredit MedioCredito Centrale SpA, a company that promotes and Poste Italiane | Annual Report Notes to the consolidated financial statements 111 manages government subsidies for businesses designed to support economic development; the effectiveness of this agreement is subject to the fulfilment of certain conditions precedent, including clearance from the Antitrust Authority and the Bank of Italy. A list of subsidiaries consolidated on a line-by-line basis and key information is supplied in note 42.1. Summary information about investments in associates accounted for using the equity method is provided in notes 8.3 and 42.3. 2.3 - SUMMARY OF SIGNIFICANT ACCOUNTING STANDARDS AND POLICIES The Poste Italiane group’s consolidated financial statements have been prepared on a historical cost basis, with the exception of certain items that must be measured at fair value. The significant accounting standards and policies are described below. Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. The cost includes any directly attributable costs of making the asset ready for its intended use, and the cost of dismantling and removing the asset to be incurred as a result of legal obligations requiring the asset to be restored to its original condition. Borrowing costs incurred for the acquisition or construction of property, plant and equipment are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the acquisition or construction of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). The costs incurred for routine and/or cyclical maintenance and repairs are recognised directly in the income statement in the year in which they are incurred. The capitalisation of costs attributable to the extension, modernisation or improvement of assets owned by the Group or held under lease is carried out to the extent that they qualify for separate classification as an asset or as a component of an asset, applying the component approach, which states that each component with a different useful life and value is recognised separately. The original cost is depreciated on a straight-line basis from the date the asset is available and ready for use, with reference to the asset’s expected useful life. The useful life and residual value of property, plant and equipment are reviewed annually and adjusted, where necessary, at the end of each year. Land is not depreciated. When a depreciable asset consists of separately identifiable components, with useful lives that are significantly different from those of the other components of the asset, each component is depreciated separately, in application of the component approach, over a period that does not, however, exceed the life of the principal asset. The Group has estimated the following useful lives for the various categories of property, plant and equipment: Category Years Buildings 25 - 33 Structural improvements to own assets Plant 20 3 - 10 Electronic stations 6 Light constructions 10 Equipment Furniture and fittings 5-8 5-8 Electrical and electronic office equipment 3 - 10 Motor vehicles 4 - 10 Automobiles Leasehold improvements Other assets (*) Or the useful life of the improvement if shorter than the estimated lease term. Consolidated financial statements 4 estimated lease term (*) 3 - 10 112 Property assets and the related fixed plant and machinery located on land held under concession or sub-concession, which is to be handed over free of charge to the grantor at the end of the concession term, are accounted for, on the basis of the type of asset, in property, plant and equipment and depreciated on a straight-line basis over the shorter of the useful life of the asset and the residual concession term. Gains and losses deriving from the disposal or retirement of an asset are determined as the difference between the disposal proceeds and the net carrying amount of the asset retired or sold, and are recognised in the income statement in the year the transaction takes place. Investment property Investment property regards land or buildings held to earn rentals or for capital appreciation or both, thus producing cash flows that are largely separate from other assets. The same accounting standards and policies are applied to investment property as those applied to property, plant and equipment. Intangible assets An intangible asset is an identifiable non-monetary asset without physical substance, which is controlled by the Group and from which future economic benefits are expected to flow to it. Intangible assets are recognised at cost, including any directly attributable costs of making the asset ready for its intended use, less accumulated amortisation, where applicable, and any accumulated impairment losses. Borrowing costs incurred for the development of intangible assets are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the development of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). Amortisation is applied from the date the asset is ready for use and is provided systematically on the basis of the remaining useful life of the asset, or its estimated useful life. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets and liabilities of the acquired entity at the date of acquisition. Goodwill attributable to investments accounted for using the equity method is included in the carrying amount of the investment itself. Goodwill is not amortised on a systematic basis, but is tested periodically for impairment. This test is performed with reference to the cash generating unit to which the goodwill is attributable. An impairment loss is recognised in the income statement at the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the cash generating unit and from its disposal at the end of its useful life. Value in use is determined on the basis of the method described below in “Impairment of assets”. Impairment losses are not reversed if the circumstances that resulted in the charge no longer exist. When the impairment resulting from the test is higher than the carrying amount of the goodwill attributed to the cash generating unit, the residual amount is attributed to the assets included in the cash generating unit in proportion to their carrying amount. The minimum attributable amount is the higher of: • the related fair value of the asset less costs to sell; • the related value in use, as defined above. Industrial patents, intellectual property rights, licences and similar rights The costs of acquiring industrial patents, intellectual property rights, licences and similar rights are capitalised. Amortisation is applied on a straight-line basis, in order to allocate the purchase cost over the shorter of the expected useful life and the related contract term from the date the right may be exercised. Software Costs associated with developing or maintaining software programmes are recognised in the income statement in the period in which they are incurred. Costs that are directly associated with the production of identifiable and unique software Poste Italiane | Annual Report Notes to the consolidated financial statements 113 products controlled by the Group, and that will generate economic benefits beyond one year, are recognised as intangible assets. Identifiable and measurable direct costs include the cost of staff involved in software development and an appropriate portion of the relevant overheads. Amortisation is calculated on the basis of the estimated useful life of the software, which is as a rule three years. Software specially developed for use in the provision of mobile telecommunications services is amortised over a period of seven years. Leased assets Assets held under finance leases, where the risks and rewards of ownership are substantially transferred to the lessee, are recognised at fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability, represented by the capital element of future lease payments, is recognised as a financial liability. Depreciation is calculated on a straight-line basis, based on the useful lives of the various categories of asset, estimated applying the same procedures previously described for property, plant and equipment and intangible assets. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Impairment of assets At the end of each reporting period, the Group reviews the value of its property, plant, equipment and intangible assets with finite lives to assess whether there is any indication that an asset may be impaired. If any indication exists, the Group estimates the recoverable amount of the asset in order to determine the impairment loss to be recognised in the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the asset. In calculating value in use, future cash flow estimates are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the business. The realisable value of assets that do not generate separate cash flows is determined with reference to the cash generating unit to which the asset belongs. An impairment loss is recognised for the amount by which the carrying amount of the asset, or the cash generating unit to which it belongs, exceeds its recoverable amount. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised and had depreciation or amortisation been charged. Financial instruments Financial instruments include financial assets and liabilities that are classified on initial recognition, based on the business purpose for which they were acquired. Purchases and sales of financial instruments are recognised in each category on the transaction date, representing the date on which the Group commits to purchase or sell the asset, or, in the case of the insurance business and BancoPosta’s operations, at the settlement date3. In BancoPosta’s case, this almost always coincides with the transaction date. Changes in fair value between the transaction date and the settlement date are, in any event, recognised in the consolidated financial statements. Financial assets On initial recognition, financial assets are classified in one of the following four categories and accounted for as follows: 3. This is possible for transactions carried out on organised markets (the so-called “regular way”). Consolidated financial statements 114 • Financial assets at fair value through profit or loss This category includes: (a) financial assets held for trading, (b) those that qualify for designation at fair value through profit or loss on initial recognition, and (c) derivative instruments, with the exception of the effective portion of those designated as cash flow hedges. Financial assets in this category are accounted for at fair value and changes during the period of ownership are recognised in profit or loss. Financial instruments in this category are classified as short-term if they are “held for trading” or if they are expected to be realised within twelve months of the end of the reporting period. Derivative instruments are treated as assets and liabilities depending on whether the fair value is positive or negative. Fair value gains and losses on outstanding transactions with the same counterparty are offset, where contractually permitted. • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and primarily regard amounts due from customers, including trade receivables. They are included in current assets, except for maturities greater than twelve months after the end of the reporting period, which are classified as non-current assets. These assets are carried at amortised cost4 using the effective interest method. If there is objective evidence of an impairment, a provision for impairment is established on the basis of the present value of estimated future cash flows. The resulting impairment loss is recognised in the income statement. When an impairment no longer exists, the carrying amount of the asset is reinstated on the basis of the value that would have resulted from application of the amortised cost method. The estimation procedure adopted in determining provisions for doubtful debts primarily reflects the identification and measurement of elements resulting in specific reductions in the value of individually significant assets. Financial assets with similar risk profiles are subsequently measured collectively, taking account, among other things, of the age of the receivable, the nature of the counterparty, past experience of losses and collections on similar positions and information on the related markets. • Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and maturities that the Group has a positive intention and ability to hold to maturity. These assets are carried at amortised cost using the effective interest method, adjusted to reflect any impairment loss. The same policies as described in relation to loans and receivables are applied if there is an impairment. • Available-for-sale investments Available-for-sale financial assets are non-derivative financial instruments that are either designated in this category or not attributable to any of the other categories described above. These financial instruments are recognised at fair value and any resulting fair value gains or losses are recognised in an Equity reserve. This reserve is only reclassified to profit or loss when the financial asset is effectively disposed of (or extinguished) or, in the event of accumulated losses, when there is evidence that the impairment recognised in Equity cannot be recovered. Solely in the case of debt securities, if the fair value subsequently increases as the objective result of an event that took place after the impairment loss was recognised in the income statement, the value of the financial instrument is reinstated and the reversal recognised in the income statement. Moreover, the recognition of returns on debt securities under the amortised cost method takes place through profit or loss, as do the effects of movements in exchange rates, whilst movements in exchange rates relating to available-for-sale equity instruments are recognised in a specific Equity reserve. The classification of an asset as current or non-current depends on the strategic choice regarding how long to hold the asset and its effective negotiability. As a result, financial instruments expected to be realised within twelve months of the end of the reporting period are classified as current assets. 4. The amortised cost of a financial asset or liability means the amount recognised initially, less principal repayments and plus or minus accumulated amortisation, using the effective interest method, of the difference between the initial amount and the maturity amount, after reductions for impairment and insolvency. The effective interest rate is the rate that exactly discounts contractual (or expected) future cash payments or receipts over the expected life of the asset or liability to its initial carrying amount. Calculation of amortised cost must also include external costs and income directly attributable to the asset or liability on initial recognition. Poste Italiane | Annual Report Notes to the consolidates financial statements 115 Financial assets are derecognised when the Group no longer has the right to receive cash flows from the investment and it has substantially transferred all the related risks and rewards and control. Financial liabilities Financial liabilities, including borrowings, trade payables and other payment obligations, are carried at amortised cost using the effective interest method. If there is a change in the expected cash flows and they can be reliably estimated, the value of borrowings is recalculated to reflect the change on the basis of the present value of estimated future cash flows and the internal rate of return initially applied. Financial liabilities are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. Financial liabilities linked to investment contracts issued by the subsidiary Poste Vita SpA are accounted for at fair value through profit or loss. Financial liabilities are derecognised on settlement or when the Group has substantially transferred all the related risks and rewards. Derivative financial instruments Derivatives are initially recognised at fair value on the date the derivative contract is executed and if they do not qualify for hedge accounting. Gains and losses arising from changes in fair value after initial recognition are accounted for as finance income or finance costs in the income statement for the period. If, on the other hand, derivative financial instruments qualify for hedge accounting, gains and losses arising from changes in fair value after initial recognition are accounted for in accordance with the specific policies described below. The Group documents the relationship between each hedging instrument and the hedged item, as well as its risk management objective, the strategy for undertaking the hedge transaction and the methods used to assess effectiveness. Assessment of whether the hedging derivative is effective takes place both at inception of the hedge and on an ongoing basis. • Fair value hedges Both changes in the value of fair value hedges and changes in the value of the hedged item are recognised in profit or loss when the hedge regards recognised assets or liabilities or an unrecognised firm commitment5. When the hedging transaction is not fully effective, resulting in differences between the above changes, the ineffective portion represents a loss or gain recognised separately in other components of comprehensive income for the period. • Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges6 after initial recognition are recognised in a specific Equity reserve (Cash flow hedge reserve). A hedging transaction is generally considered highly effective if, both at inception of the hedge and on an ongoing basis, changes in the expected future cash flows of the hedged item are substantially offset by changes in the fair value of the hedging instrument. Amounts accumulated in Equity are reclassified to profit or loss in the periods when the hedged item will affect profit or loss. In the case of hedges associated with a highly probable forecast transaction (such as, the forward purchase of fixed income debt securities), the reserve is reclassified to profit or loss in the period or in the periods in which the asset or liability, subsequently accounted for and connected to the above transaction, will affect profit or loss (as, for example, an adjustment to the return on the security). If the hedging transaction is not fully effective, the gain or loss arising from a change in fair value relating to the ineffective portion is recognised in profit or loss for the period. If, during the life of the derivative, the forecast hedged transaction is no longer expected to occur, the related gains and losses accumulated in the Cash flow hedge reserve are immediately taken to profit or loss for the period. On the other 5. Fair value hedge: a hedge of the exposure to a change in fair value of a recognised asset or liability or of an unrecognised firm commitment attributable to a particular risk, and that could have an impact on profit or loss. 6. A hedge of the exposure to the variability of cash flows attributable to a particular risk associated with an asset or liability or with a highly probable forecast transaction, and that could have an impact on profit or loss. Consolidated financial statements 116 hand, when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the related gains and losses accumulated in the Cash flow hedge reserve at that time remain in Equity and are recognised in profit or loss at the same time as the original underlying transaction. Determining the fair value of financial instruments The fair value of financial instruments traded in active markets is based on quoted market prices (bid prices) at the end of the reporting period. The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers and on valuation techniques primarily based on objective financial variables, as well as by taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments. Income tax expense The charge for current income tax expense (both IRES, or corporation tax, and IRAP, or regional business tax) is based on the best estimate of taxable profit for the period and the related regulations, applying the rates in force. Deferred tax assets and liabilities are calculated on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts, using tax rates that are expected to apply when the related deferred tax assets are realised or the deferred tax liabilities are settled. Deferred tax assets and liabilities are not recognised if the temporary differences derive from investments in subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Moreover, under IAS 12, deferred tax liabilities are not recognised on goodwill deriving from a business combination. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Current and deferred taxes are recognised in the income statement, with the exception of taxes charged or credited directly to Equity. In this case the tax effect is recognised directly in the specific item in Equity. Current and deferred tax assets and liabilities are offset when they are applied by the same tax authority to the same taxpaying entity, which has the legally exercisable right to offset the amounts recognised, and when the entity intends to exercise this right. As a result, even if accounted for in liabilities, tax liabilities accruing in interim periods that are shorter than the tax year are not offset against the matching assets deriving from withholding tax or advances paid. The Group’s tax expense and its accounting treatment reflect that effects deriving from the fact that Poste Italiane SpA has adopted a tax consolidation arrangement, which it has elected to apply in accordance with the related law together with the subsidiaries Poste Vita SpA, SDA Express Courier SpA and Mistral Air Srl. The tax consolidation arrangement is governed by Group regulations based on the principles of neutrality and equality of treatment, which are intended to ensure that the companies included in the tax consolidation are in no way penalised as a result. Consolidated tax expense is determined on the basis of the tax expense or tax losses for the period for each company included in the consolidation, taking account of any withholding tax or advances paid. Other taxes not related to income are included in Other operating costs. Inventories Inventories are valued at the lower of cost and net realisable value. The cost of fungible assets and goods for resale is calculated using the weighted average cost formula. In the case of non-fungible assets cost is measured on the basis of the specific cost of the asset at the time of purchase. The above costs are adjusted, if necessary, by provisions for obsolete or slow moving stock. When the circumstances that previously led to recognition of the above provisions no longer exist, or when there is a clear indication of an increase in the net realisable value, the provisions are fully or partly reversed, so that the new carrying amount is the lower of cost and net realisable value at the end of the reporting period. Assets are not, however, accounted for in the statement of financial position when the Group has incurred an expense so that, based on the best information available at the date of preparation of the financial statements, it is deemed unlikely that the economic benefits will flow to the Group after the Poste Italiane | Annual Report Notes to the consolidated financial statements 117 end of the reporting period. In the case of properties held for sale, cost is represented by the fair value of each asset at the date of acquisition, plus any directly attributable transaction costs, whilst the net realisable value is based on the estimated sale price under normal market conditions, less direct costs to sell. Long-term contract work is measured using the percentage of completion method, using cost to cost accounting7. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2010 the Parent Company has temporarily deposited with the MEF and other highly liquid short-term investments with original maturities of ninety days or less. Current account overdrafts are accounted for in current liabilities. Non-current assets held for sale This category refers to non-current assets or assets included in disposal groups where the carrying amount is to be recovered primarily through a sale transaction rather than through continued use. Assets held for sale are accounted for at the lower of the net carrying amount and fair value less costs to sell. When a depreciable asset is reclassified in this category, the depreciation process is halted at the date of the reclassification. Equity Share capital The Share capital is represented by the Parent Company’s subscribed and paid-up capital. Incremental costs directly attributable to the issue of new shares are recognised as a reduction of the Share capital, net of any deferred tax effect. Reserves These regard capital or revenue reserves. They include, among others, the Parent Company’s Legal reserve, the Fair value reserve, relating to items recognised at fair value through Equity, and the Cash flow hedge reserve, deriving from recognition of the effective portion of hedging instruments outstanding at the end of the reporting period. Retained earnings This item includes the portion of profit for the period and for previous periods that was neither distributed nor taken to reserves or used to cover losses, and actuarial gains and losses deriving from the calculation of the liability for staff termination benefits. This item also includes transfers from other equity reserves, when they have been released from the restrictions to which they were subject. Insurance contracts Insurance contracts are classified and measured as insurance contracts or investment contracts, based on their prevalent features. Contracts issued by Poste Vita SpA primarily regard life assurance. Since 2007 Poste Vita has begun selling accident and medical insurance, whilst Poste Assicura SpA began operating in the non-life sector in 2010. The Group applies the following basis for classification and measurement of these contracts: 7. This method is based on the ratio of costs incurred as of a given date divided by the estimated total project cost. The resulting percentage is then applied to estimated total revenue, obtaining the value to be attributed to the contract work completed and ccrued revenue at the given date. Consolidated financial statements 118 Insurance contracts Insurance products include Branch I and V life assurance policies, in addition to index-linked policies that qualify as insurance contracts. These products are accounted for as follows: • earned premiums, accounted for when the policies are written, are recognised as income and classified in revenues; they include annual or single premiums accruing during the period and deriving from insurance contracts outstanding at the end of the reporting period, less the value of lapsed policies; • technical provisions are made in respect of earned premiums to cover obligations to policyholders; the provisions are calculated on an analytical basis for each contract using the prospective method, based on actuarial assumptions appropriate to cover all outstanding obligations. Changes in technical provisions and the cost of claims are recognised as expenses in a specific item in the income statement. Contracts for separately managed accounts with discretionary participation features Instead of being classified as financial contracts, contracts for separately managed accounts with discretionary participation features8 are, in compliance with the requirements of IFRS 4, accounted for in accordance with the rules for insurance contracts. As a result: • premiums, changes in technical provisions and the cost of claims are recognised in the same way as the insurance contracts described above; • portions of unrealised gains and losses attributable to policyholders are attributed to them and recognised in technical provisions, under the shadow accounting method. Investment contracts not linked to separately managed accounts Investment contracts not linked to separately managed accounts, and which include a portion of index-linked contracts, are accounted for under IAS 39, as follows: • technical provisions are accounted for as financial liabilities and stated at fair value, whilst the related financial instruments are accounted for in assets; • premiums and changes in technical provisions are not recognised in income, with only revenue components, represented by front-end loads and fees, and cost components, represented by commissions and other charges, recognised in the income statement. In more detail, IAS 18 and 39 require that revenues and costs attributable to the contracts in question be allocated over the contract term, based on the service supplied. Provisions for liabilities and charges Provisions for liabilities and charges represent provisions for liabilities or losses that are either likely or certain to be incurred, but that are uncertain as to the amount or as to the date on which they will arise. Provisions for liabilities and charges are made when the Group has a present (legal or constructive) obligation as a result of a past event, and it is more likely than not that an outflow of resources will be required to settle the obligation. Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the obligation. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the type of liability concerned. Liabilities that may only possibly give rise to an outflow of resources are reported in a specific section of the notes on contingent assets and liabilities and no provisions are made. When, in extremely rare cases, disclosure of some or all of the information regarding the liabilities in question can be expected to prejudice seriously the Group’s position in a dispute or in ongoing negotiations with other parties, the Group exercises the option granted by the relevant accounting standards to provide more limited disclosure. 8. A contractual right of investors to receive returns on the assets under management. Poste Italiane | Annual Report Notes to the consolidated financial statements 119 Employee benefits Post-employment benefits are of two types: defined contribution plans and defined benefit plans. Under defined contribution plans the contributions paid by the Group are recognised in the income statement when incurred, based on the related face value. Under defined benefit plans, given that the benefit to be paid can only be quantified after the termination of employment, the related impact on the income statement and statement of financial position is recognised on the basis of actuarial calculations, in accordance with IAS 19. Post-employment benefits: defined benefit plans Defined benefit plans include staff termination benefits payable to employees pursuant to article 2120 of the Italian Civil Code. • For all companies with at least 50 employees, covered by the reform of supplementary pension provision, from 1 January 2007 vesting staff termination benefits must be paid into a supplementary pension fund or into a Treasury Fund set up by INPS. A company’s liabilities deriving from defined benefit plans thus only regard provisions made up to 31 December 20069. • In the case of companies with less than 50 employees, to which the reform of supplementary pension provision does not apply, vested staff termination benefits continue to represent an accumulated liability for the company. The liability represents the present value of the defined benefit obligation at the end of the reporting period, calculated using the projected unit credit method to take account of the time that will pass before effective payment of the benefits. Calculation of the liability recognised in the financial statements is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions. These primarily regard the use of interest rates, reflecting market yields on government securities with terms to maturity approximating to the terms of the related obligation, and staff turnover. In the case of companies with at least 50 employees, given that the company is not liable for staff termination benefits accruing after 31 December 20069, the actuarial calculation of staff termination benefits no longer takes account of future rises in salary. Actuarial gains and losses are recognised at the end of each reporting period, based on the difference between the carrying amount of the liability and the present value of the Group’s obligations at the end of the period, due to changes in the above actuarial assumptions. These gains and losses are recognised directly in Equity. Termination benefits and incentive schemes: defined contribution plans Termination benefits are recognised in liabilities when a Group company is demonstrably committed to terminating the employment of an employee or group of employees before the normal retirement date, and to providing termination benefits to the employee or group of employees as a result of an offer made to encourage voluntary redundancy. The above benefits are recognised immediately in Staff costs as they are not capable of generating future economic benefits for the Group. Foreign currency translation Foreign currency transactions are translated into the presentation currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. 9. Where, following entry into effect of the new legislation, the employee has not exercised any option regarding the investment of vested staff termination benefits, the Group has remained liable to pay the benefits until 30 June 2007, or until the date, between 1 January 2007 and 30 June 2007, on which the employee exercised a specific option. Where no option was exercised, from 1 July 2007 vested staff termination benefits have been paid into a supplementary pension fund. Consolidated financial statements 120 Revenue recognition Revenue is recognised at the fair value of the consideration received, net of rebates and discounts, and in accordance with the accruals basis of accounting. Revenue from the rendering of services is recognised when it can be reliably measured on the basis of the stage of completion of the transaction. Revenue from activities carried out in favour of or on behalf of the State is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, and in relation to amounts allocated in government budgets. Remuneration of deposits with the MEF of funds deriving from current account deposits is recognised on a time proportion basis, using the effective interest method. This income is classified in Revenues from ordinary activities. The same classification is applied to income from euro area government securities, in which deposits paid into accounts by private customers are invested. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer. Government grants Government grants are recognised on a time proportion basis in direct correlation with the costs incurred, once they have been formally allocated to the Group by the public entity concerned. Grants related to income are recognised in the income statement as other operating income or as a direct adjustment of the cost item to which they refer, whilst grants related to assets are recognised as a direct adjustment of the carrying amount of the asset. Any grants related to assets, regarding Property, plant and equipment, are accounted for as deferred income. Deferred income is recognised in the income statement on a straight-line basis with reference to the useful life of the asset to which the grant received is directly attributable. Finance income and costs Finance income and costs are recognised on a time-proportion basis, using the effective interest method. Dividends Dividends are recognised when the right to receive payment is established, which generally corresponds with approval of the distribution by the General Meeting of shareholders of the investee company. Earnings per share Basic Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent by the weighted average number of ordinary shares in issue during the year. Diluted At the date of preparation of these financial statements no financial instruments have been issued that might potentially have dilutive effects10. 10. Diluted earnings per share is calculated by taking into account the dilutive effect of all the instruments potentially convertible into ordinary shares issued by the Parent Company. The calculation is based on the ratio of profit attributable to the Parent Company, adjusted to take account of any costs or income deriving from the conversion, net of any tax effect, and the weighted average number of shares outstanding, assuming conversion of all dilutive potential ordinary shares. Poste Italiane | Annual Report Notes to the consolidated financial statements 121 Related parties Related parties within the Group refer to Poste Italiane SpA’s direct and indirect subsidiaries and associates. Related parties external to the Group regard the parent, the MEF, entities controlled by the MEF, and the Group’s key management personnel. The State and other Public Sector entities, other than the MEF and the entities it controls, are not classified as related parties. Related party transactions do not include those deriving from financial assets and liabilities represented by instruments traded on organised markets. New accounting standards and interpretations applied from 1 January 2010 The following accounting standards, amendments and interpretations are applicable from 1 January 2010, but their adoption has not resulted in any change to the presentation or measurement of items in the Poste Italiane group’s consolidated financial statements: • IFRIC 12 - Service Concession Arrangements, adopted by EC Regulation 254 of 25 March 2009; • IAS 27 - Consolidated and Separate Financial Statements, adopted by EC Regulation 494 of 3 June 2009; • IFRS 3 - Business Combinations, adopted by EC Regulation 495 of 3 June 2009; • IFRIC 16 - Hedges of a Net Investment in a Foreign Operation, adopted by EC Regulation 460 of 4 June 2009; • IFRIC 15 - Agreements for the Construction of Real Estate, adopted by EC Regulation 636 of 22 July 2009; • Amendment to IAS 39 - Exposures Qualifying for Hedge Accounting, and Change to IAS 39 - Financial Instruments: Recognition and Measurement, adopted by EC Regulation 839 of 15 September 2009; • Revised version of IFRS 1 - First-time Adoption of International Financial Reporting Standards, adopted by EC Regulation 1136 of 25 November 2009; • IFRIC 17 - Distribution of Non-cash Assets to Owners, adopted by EC Regulation 1142 of 26 November 2009; • IFRIC 18 - Transfers of Assets from Customers, adopted by EC Regulation 1164 of 27 November 2009; • Improvements to IFRS, adopted by EU Regulation 243 of 23 March 2010; • Changes to IFRS 2 - Share-based Payment, adopted by EU Regulation 244 of 23 March 2010; • Changes to IFRS 1 - Additional Exemptions for First-time Adopters, adopted by EU Regulation 550 of 23 June 2010. New accounting standards and interpretations not yet effective The following accounting standards and amendments are effective from 1 January 2011: • Change to IAS 32 - Financial Instruments: Presentation, adopted by EU Regulation 1293 issued on 23 December 2009; • Change to IFRS 1 - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters and Change to IFRS 7 Financial Instruments: Disclosures, adopted by EU Regulation 574 issued on 30 June 2010; • Changes to IAS 24 - Related Party Disclosures and Change to IFRS 8 - Operating segments, adopted by EU Regulation 632 issued on 19 July 2010; • Changes to IFRIC 14 - Prepayments of a Minimum Funding Requirement, adopted by EU Regulation 633 issued on 19 July 2010. • IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments and Change to IFRS 1 - First-time Adoption of Financial Reporting Standards, adopted by EU Regulation 662 issued on 23 July 2010. In addition, EU Regulation 149/2011 was published on 18 February 2011. This regulation has adopted a number of improvements to International Financial Reporting Standards to be applied from 1 January 2011. At the date of approval of these consolidated financial statements, the IASB has issued the following accounting standards, Consolidated financial statements 122 interpretations and amendments, which have yet to be endorsed by the European Union and which, in certain cases, are still at the consultation stage: • IFRS 9 - Financial Instruments, as part of the review of the existing IAS 39; • a number of Exposure Drafts (EDs), also issued as part of the review of the existing IAS 39, regarding Amortised Cost and Impairment, the Fair Value Option for Financial Liabilities and Hedge Accounting; • Exposure Draft (ED) “Measurement of Non-financial Liabilities” as part of the review of the existing IAS 37 regarding the recognition and measurement of provisions, contingent liabilities and contingent assets; • Exposure Draft (ED) “Presentation of Financial Statements: Other Items of Comprehensive Income”; • Exposure Draft (ED) “Revenue from Contracts with Customers” as part of the review of the existing IAS 11 and IAS 18, regarding revenue recognition; • Exposure Draft (ED) “Insurance Contracts” as part of the review of the existing IFRS 4, regarding the accounting treatment of insurance contracts; • Exposure Draft (ED) “Leases” as part of the review of the existing IAS 17, regarding the accounting treatment of leases; • Exposure Draft (ED) “Income Taxes: Deferred Tax: Recovery of Underlying Assets”. The potential impact on the Poste Italiane group’s financial reporting of the accounting standards, amendments and interpretations due to come into effect is currently being examined and assessed. 2.4 - USE OF ESTIMATES Preparation of the consolidated financial statements requires management to apply accounting standards and methods that are at times based on complex judgements and estimates, linked to historical experience, and assumptions that are considered reasonable and realistic under the related circumstances. Use of these estimates and assumptions influences the amounts reported in the financial statements, with reference to the statement of financial position, the income statement, the statement of comprehensive income and the statement of cash flows, as well as the notes. The actual amounts of items for which the above estimates and assumptions have been applied may diverge from those reported in previous financial statements, due to uncertainties regarding assumptions and the conditions on which estimates are based. The estimates and assumptions are periodically reviewed and the impact of any changes reflected in the financial statements for the period in which the estimated is revised, if the revision only influences the current period, or also in future periods if the revision influences the current and future periods. This section provides a description of accounting treatments that, more than others, require the use of subjective estimates and for which a change in the conditions underlying the assumptions used could have a material impact on the Group’s consolidated financial statements. Revenues and receivables due from the State Revenue from activities carried out in favour of or on behalf of the State and Public Sector entities is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, taking account, in any event, of the instructions contained in legislation regarding the public finances. Whilst awaiting renewal of agreements with the tax authorities that expired in 2007, in 2010 Poste Italiane SpA continued to provide the related delegated services as normal. Revenue recognition is based on the tariffs established in the previous agreements and which it is reasonable to expect will be confirmed, or on the lower tariffs inferred from the state of negotiations with the relevant public sector customer. At 31 December 2010, receivables due to the Parent Company from the MEF and the Cabinet Office amount to approximately 1.85 billion euros. This amount consists of: Poste Italiane | Annual Report Notes to the consolidated financial statements 123 • receivables of over 854 million euros in the form of Universal Service Obligation (USO) subsidies. Of this amount, collection of approximately 770 million euros will only be possible following formalisation of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011; • receivables of approximately 606 million euros in the form of publisher tariff subsidies. Of this amount, approximately 310 million euros in subsidies for the years from 2001 to 2007 are to be received in instalments in accordance with a specific Cabinet Office Decree, which has established that collection is to take place on a straight-line basis between 2010 and 2016. This receivable has been accounted for at present value. There is no specific evidence that the remaining amount has been budgeted for in full by the government and, during 2010, the Cabinet Office moved the date for fixing the exact amount of subsidies payable from August 2009 to March 2010, whilst awaiting the outcome of the work of a special interministerial committee; • further receivables of 390 million euros due from the MEF, in relation to payment of interest on the Parent Company’s mandatory deposits with the Ministry, for the provision of treasury services, for the distribution of euro converters and for electoral subsidies. No provision has been made in the government’s budget for the last two items. Of the total amount receivable, with a face value of over 1.85 billion euros, in the case of approximately 275 million euros either no provision has been made in the government’s budget or there is no legislation establishing the procedures for payment of Poste Italiane SpA, whilst the collection of approximately 1,080 million euros will take place in instalments or has been deferred. The increase in these receivables over time means that Poste Italiane SpA has to finance growing amounts of working capital, with a negative impact on cash flow management and the related returns. Given that it is not currently possible to forecast when and how the receivables will be paid by the various Public Sector entities, without prejudice to the Parent Company’s full entitlement and related rights, provisions for doubtful debts due from the parent, the MEF, at 31 December 2010 reflect the best estimate based on the circumstances and the financial impact of the above situation. In the past, changes to the relevant legislation have been introduced after the end of the reporting period, resulting in changes to estimates and influencing the income statement. The above circumstances mean that management cannot exclude the possibility that, as a result of future legislation or the negotiations currently underway, the operating results for reporting periods after the year ended 31 December 2010 will reflect changes to the estimates in question. Provisions The Group makes provisions for potential liabilities deriving from disputes with staff, suppliers, third parties and, in general, for liabilities deriving from present obligations. Among other things, these provisions cover the liabilities that could result from legal action relating to fixed-term contracts. In this regard, in November 2010 the so-called “Collegato lavoro” legislation was enacted. Among other things, this law has made the “Compulsory” attempt at Conciliation in labour disputes (art. 31) optional and introduced a time limit of 60 days (which will, however, following a recent amendment, enter into effect from 1 January 2012) from the date of termination of employment for appeals against dismissal, and a cap on compensation payable to an employee in the event of “court-imposed conversion” of a fixed-term contract (art. 32). With regard to claims resulting from the conversion of a fixed-term contract, the courts may now award claimants between a minimum of 2.5 and a maximum of 12 months pay (regardless of the duration of the proceedings), which is reduced to 6 for companies that implement recruitment lists also applicable to the permanent employment of workers formerly on fixed-term contracts. At 31 December 2010 this important reform, which is also applicable to ongoing legal actions, has resulted in a review of the Parent Company’s provisions. In the course of the disputes in question, the plaintiffs have at times attempted to seize the Parent Company’s liquidity, and an estimate of the liabilities linked to this factor is included in the calculation of the related provisions. Determination of the provisions involves the use of estimates based on current knowledge of factors that may change over time, potentially resulting in outcomes that may be significantly different from those taken into account when preparing the consolidated financial statements. Consolidated financial statements 124 Goodwill and measurement of assets that have indefinite useful lives In measuring the value of these assets, the current economic and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it difficult to produce forecasts that can, without any uncertainty, be defined as reliable. Goodwill and Goodwill arising from consolidation Goodwill and Goodwill arising from consolidation are tested annually to assess whether or not they have suffered any impairment to be recognised in profit or loss. Above all, the test involves the allocation of goodwill to the various cash generating units and the subsequent measurement of the related fair value. If the resulting fair value is lower than the carrying amount of the cash generating unit, it is necessary to reduce the value of goodwill allocated to the unit. The allocation of goodwill to cash generating units and the measurement of their fair value involves the use of estimates based on factors that may change over time, with resulting effects, of a potentially significant nature, on the measurements performed. The impairment tests required by the related accounting standards have been conducted. The tests carried out at 31 December 2010 were based on projections contained in the three-year plans for the relevant cash generating units (Group companies or their subsidiaries) for the period 2011-2013, and on the available economic forecasts for future reporting periods. The figures for the last year of the plan were used to project cash flows for subsequent years over an indefinite time horizon. The Discounted Cash Flow (DCF) method was then applied to the resulting amounts. In calculating value in use, NOPLAT (Net Operating Profit Less Adjusted Taxes) was capitalised using an appropriate growth rate and discounted using the related WACC (Weighted Average Cost of Capital). An assumed growth rate of 2% was used in the tests carried out at 31 December 2010. In view of the exceptional operating environment, which made it very difficult to make medium/long-term projections regarding macroeconomic and market conditions, the tests carried out during the year ended 31 December 2009 also prudently took account of a possible deterioration in the parameters used in preparing the long-term plans for Group companies operating in the Postal Services segment. This resulted in provisions accounted for in Other provisions for liabilities and charges. These provisions were used in 2010 and the surplus released to the income statement. Measurement of assets that have indefinite useful lives Non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Testing for the above indicators requires the use of subjective judgements based on the information available within the Group and in the market, and on historical experience. Moreover, when an impairment is recognised the Group calculates the entity of the impairment using appropriate measurement techniques. The correct identification of events or changes in circumstances indicating an impairment, and the estimates used in their calculation, are linked to factors that may change over time, with a resulting impact on the measurements and estimates performed. The current economic and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2010 the fair value of the Parent Company’s operating properties was significantly higher than their carrying amount. In determining the net carrying amount of operating Land and Buildings, the Company also took account of any indications that these assets may be impaired. In this regard, and with particular reference to properties used as post offices and Sorting Centres, Poste Italiane SpA’s Universal Service Obligation was taken into account. The process thus took account of the inseparability of the cash flows generated by the large number of properties that provide this service, which the Company is required to operate throughout the country regardless of the expected profitability of each location. The unique nature of the operating processes involved and the substantial overlap between postal and financial activities within the same outlets, represented by post offices, were also taken into consideration. On this basis, the value in use of the Parent Company’s operating Land and Buildings is relatively unaffected by changes in the commercial value of the properties concerned and, under particularly critical market conditions, certain properties may have values that are significantly higher than their mere commercial value, without this having any negative impact on the Parent Company’s cash flows or overall earnings. Poste Italiane | Annual Report Notes to the consolidated financial statements 125 Depreciation and amortisation of Property, plant and equipment and Intangible assets The cost of these assets is depreciated or amortised on a straight-line basis over the estimated useful life of the asset. The useful life is determined at the time of purchase and based on historical experience of similar investments, market conditions and expectations regarding future events that may have an impact, including new technologies. The effective useful life may, therefore, differ from the estimated useful life. The Group periodically assesses changes in technology and in the industry, in dismantling costs and in the recoverable amount of assets in order to update their residual useful lives. This periodic update may lead to changes in the depreciation or amortisation period and thus in charges for depreciation or amortisation in the current and in future years. In the case of assets located on land held under concession or sub-concession, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Deferred tax assets Accounting for deferred tax assets is based on expectations of taxable income in future years. Assessments of expected taxable income to be used in order to account for deferred taxes depend on factors that may change over time, with a significant impact on the measurement of this component of the statement of financial position. Provisions for doubtful debts Provisions for doubtful debts reflect estimated losses on receivables, taking account, in the case of specific items receivable from Public Sector entities, of legislation restricting public spending. Provisions for expected losses reflect the estimated credit risk associated with historical experience of similar receivables, an analysis of past due items (both current and historical), losses and collections, and monitoring of the current and future economic conditions in the related markets. Fair value of unquoted financial instruments The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers, or on internal valuation techniques that result in an estimate of what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations. The Group uses valuation models based primarily on financial variables taken from the market, taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments, and of any related credit risk. Technical provisions for insurance business The measurement of technical provisions for the insurance business is based on the conclusions reached by internal actuaries employed by Poste Vita SpA, which are regularly verified by independent external actuaries. Liability Adequacy Tests (LATs) are periodically conducted to verify the adequacy of the provisions. These tests measure the ability of future cash flows from the insurance contracts to cover liabilities towards the policyholder. If necessary, technical provisions are topped up and the related charge expensed in the income statement. Consolidated financial statements 126 Staff termination benefits Calculation of staff termination benefits is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions of both a demographic and economic and financial nature. These assumptions, which are based on the Group’s experience and relevant best practices, are subject to periodic reviews. 3 - RISK MANAGEMENT Definition and optimisation of the Poste Italiane group’s financial structure, over both the short and medium/long term, and management of the related cash flows is the responsibility of the Parent Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of the Group’s financial assets and liabilities and of the associated risks is primarily attributable to the operations of the Parent Company and the insurance subsidiary, Poste Vita SpA. Poste Italiane SpA With regard to the Parent Company, financial transactions primarily regard BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the Company’s own name but subject to restrictions on the investment of the liquidity in compliance with the applicable legislation, the management of collections and payments in the name and on behalf of third parties, the funding of assets and the investment of its own liquidity. In compliance with the 2007 Budget Law, from that year Poste Italiane SpA has been required to invest the funds raised as a result of postal current account deposits made by private customers in euro area government securities, whilst the postal current account deposits of Public Sector customers have continued to be deposited with the MEF. In 2010 BancoPosta was engaged in reinvesting the funds deriving from maturing government securities and in the trading of securities designed to progressively match the maturity profile of the portfolio with the new investment model approved by the Board of Directors in April. This new investment profile is, among other things, based on the results of continuous monitoring of the performance of postal current account deposits, and on an updated statistical/econometric model of deposits developed by a leading consulting firm. This model forms the basis of the Company’s investment policy with the aim of mitigating exposure to interest rate and liquidity risk by predicting potential gaps emerging as a result of the need to reconcile risk exposure with the necessity of earning returns linked to the market interest rate curve. The Group’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Parent Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the resulting deposits subject to the same requirements as apply to the investment of deposits by private current account holders (note 14.7). Poste Vita SpA The financial instruments held by the insurance company, Poste Vita SpA, primarily regard investments designed to cover its contractual obligations to policyholders who have taken out classic with profit life policies and index-linked and unitlinked policies. Other investments in financial instruments regard investment of the insurance company’s free capital. Traditional life policies, classified under Branch I, include products whose benefits are revaluated in keeping with the return generated through the management of separate pools of financial assets, which enjoy a certain autonomy, though only in accounting terms, from the rest of the company’s assets (so-called separately managed accounts). On these products, the company provides a minimum rate of return payable upon maturity of the policy. It follows that the impact of financial risk on investment performance can be absorbed in full or in part by the insurance provisions. In particular, this absorption depends on the level and structure of the minimum guaranteed returns and the profit-sharing mechanisms of the “separate portfolio” for the policyholder. The company determines the sustainability of minimum returns through periodic analyses conducted with the aid of an internal financial-actuarial model which simulates, for each separate portfolio, the change in value of the financial assets and the expected returns under a “central scenario” (based on current financial and Poste Italiane | Annual Report Notes to the consolidated financial statements 127 commercial assumptions) and under stress and other scenarios based on different sets of assumptions. Index- and unit-linked products, classified under Branch III, include policies where premiums collected are invested in structured bonds. For this type of product issued prior to the introduction of ISVAP Regulation 32 of 11 June 2009, the company does not guarantee capital or a minimum return, and the associated financial risks are thus borne entirely by the policyholder. For policies issued after introduction of the above regulation, however, the company only assumes liability for the risk of insolvency of the issuer of the securities in which the premiums are invested. The company monitors constantly changes in the risk profile of the individual products, with special emphasis on the issuer’s solvency risk. Financial risk management Within this context, balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. From an organisational viewpoint, the model consists of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; • a Risk Measurement and Control function carried out by appropriate functions established within the Parent Company and the subsidiaries that provide financial and insurance services (BancoPosta Fondi SGR SpA and Poste Vita SpA), and that operates on the basis of the organisational separation of risk assessment from risk management activities. The results of these activities are examined by the relevant advisory committees, which are responsible for carrying out an integrated assessment of the main risk profiles. The outcomes of these assessments are then examined by a Financial Risk Committee set up by the Parent Company. The risk environment is defined on the basis of the framework established by IFRS 7, which distinguishes between four main types of risk (a non-exhaustive classification): • market risk; • credit risk; • liquidity risk; • cash flow interest rate risk. Market risk regards: • price risk: this is the risk that the value of a financial instrument fluctuates as a result of market price movements, including both movements deriving from factors specific to the individual instrument or their issuer, and factors that influence all instruments traded on the market; • foreign exchange risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in exchange rates for currencies other than the presentation currency; • fair value interest rate risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in market interest rates. In constructing the Risk Model adopted in order to monitor credit, liquidity and cash flow interest rate risks, the Group has also taken account of the authoritative regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that the Parent Company is not required to apply such standards. Consolidated financial statements 128 MARKET RISK Price risk This type of risk regards financial assets that the Group has classified as “Available-for-sale” (AFS) or “Held for trading” and certain derivative financial instruments where changes in value are recognised in profit or loss. The following sensitivity analysis relates to the principal positions potentially exposed to fluctuations in value, excluding certain minor items not traded on an active market. The amounts accounted for in the financial statements at 31 December 2009 and 31 December 2010 were subjected to a stress test, based on historical volatility during the years in question, which was held to be representative of potential market movements. The principal financial assets subject to price risk and the results of the analysis are shown in the following table. 3.1 - Market risk - Price Date of reference of the analysis Position Change in value +Vol -Vol Effect on liabilities towards policyholders +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol 2009 effects Available-for-sale financial assets Equity instruments Other investments 1,648,523 65,274 1,583,249 102,720 17,217 85,503 (102,720) (17,217) (85,503) 86,570 1,654 84,916 (86,570) (1,654) (84,916) - - Financial assets at FV through profit or loss 9,371,422 574,539 (574,539) 566,109 (566,109) 8,430 (8,430) - - 8,769,793 601,629 544,288 30,251 (544,288) (30,251) 535,973 30,136 (535,973) (30,136) 8,315 115 (8,315) (115) - - 30,020 34,880 (4,860) 8,076 9,383 (1,307) (8,076) (9,383) 1,307 8,076 9,383 (1,307) (8,076) (9,383) 1,307 - - - - 11,049,965 685,335 (685,335) 660,755 (660,755) 8,430 (8,430) 2010 effects Available-for-sale financial assets Equity instruments Other investments 2,424,636 32,266 2,392,370 148,907 10,447 138,460 (148,907) (10,447) (138,460) 139,540 1,533 138,007 (139,540) (1,533) (138,007) - - Financial assets at FV through profit or loss 7,529,516 419,267 (419,267) 412,327 (412,327) 6,940 (6,940) - - 6,787,051 742,465 390,294 28,973 (390,294) (28,973) 383,427 28,900 (383,427) (28,900) 6,867 73 (6,867) (73) - - 105,555 105,555 - 25,376 25,376 - (25,376) (25,376) - 25,376 25,376 - (25,376) (25,376) - - - - - 10,059,707 593,550 (593,550) 577,243 (577,243) 6,940 (6,940) 9,367 (9,367) Equity instruments Structured bonds Other investments Derivative financial instruments Fair value through profit or loss Fair value through profit or loss (liab.) Variability at 31 December 2009 Equity instruments Structured bonds Other investments Derivative financial instruments Fair value through profit or loss Fair value through profit or loss (liab.) Variability at 31 December 2010 Poste Italiane | Annual Report 16,150 (16,150) 15,563 (15,563) 587 (587) 16,150 (16,150) 9,367 8,914 453 (9,367) (8,914) (453) Notes to the consolidated financial statements 129 Available-for-sale financial assets These refer mainly to the Parent Company’s investments in shares and Poste Vita SpA’s position in Other investments, represented mainly by equity mutual funds. At year-end the Parent Company held 150,628 MasterCard Incorporated class B shares, with a fair value of 25,263 thousand (compared with 350,628 thousand shares, with a fair value of 60,808 thousand at 31 December 2009), 11,144 Visa Incorporated class C shares, with a fair value of 586 thousand euros (11,144 shares, with a fair value of 662 thousand euros at 31 December 2009) whilst Poste Vita SpA’s separate Branch I portfolios held shares for 6,417 thousand euros (compared with 3,804 thousand at 31 December 2009). The MasterCard shares are not traded in a regulated stock exchange but, should the Parent Company decide to sell them, they could be converted into an equal number of class A shares, which are traded on the New York Stock Exchange. The change during the year was due to the combined effects of forward sales entered into before 31 December 2009, for delivery in January and February 2010, and a 10% reduction in the share price. In February 2011, the Visa shares held by the Parent Company, which at 31 December 2010 were not listed in a regulated market, became convertible into class A shares traded on the NYSE. For sensitivity analysis purposes, the value of the class A shares was associated with the corresponding class B shares, taking into account the volatility of the shares traded on the NYSE. Other investments included units of mutual funds held by Poste Vita SpA – amounting to 2,388,540 thousand euros (1,579,978 thousand euros at 31 December 2009), to meet the commitments with policyholders under the separate Branch I portfolios – and units of mutual funds held by the Parent Company, amounting to 3,830 thousand euros (3,271 thousand euros at 31 December 2009), reflecting a temporary investment of excess liquidity. Based on the analyses performed, any negative change in the value of the above securities held by Poste Vita SpA will not affect the minimum guaranteed return payable to policyholders, as any such change would reflect entirely on insurance liabilities (shadow accounting). Financial assets recognised at fair value through profit or loss This item reflects investments by Poste Vita SpA (note 9.5) which are used nearly entirely to cover index- and unit-linked policies under Branch III whose risks, save as otherwise contemplated by the abovementioned ISVAP Regulation 32/2009, are borne by policyholders. Such investments include structured bonds and units in mutual funds linked to the performance of equity markets. The residual effects on income, as reported in the above table, were due to a limited number of units purchased with the company’s free capital. Derivative financial instruments This item reflects warrants acquired to cover the benefits associated with the Branch III policies, “Alba”, “Terra” and “Quarzo”(note 9.7). Foreign exchange risk Sensitivity analysis of the items subject to foreign exchange risk was based on the most significant positions, assuming a stress scenario determined by the levels of exchange rate volatility applicable to each foreign currency position held to be material. It was decided to apply an exchange rate movement based on volatility during the year, which was held to be representative of potential market movements. The results of the analysis are reported below. Trade receivables/payables due from and to overseas correspondents The most significant net position (approximately 83% of the reported foreign exchange exposure) is that denominated in SDRs (Special Drawing Rights), a synthetic currency determined by the weighted average of the exchange rates of four major currencies (Euro, US dollar, British pound, Japanese yen) used worldwide to settle commercial positions among Postal Operators. At 31 December 2010 this position amounts to 596 thousand euros (2,182 thousand euros at 31 December 2009). Consolidated financial statements 130 3.2 - Market risk - SDRs Date of reference of the analysis 2009 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2009 2010 effects Current assets in SDRs Current liabilities in SDRs Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in SDRs/000 Position in €000 260 days 260 days 260 days 260 days 71,672 (73,677) 77,995 (80,177) 5,839 (6,002) (5,839) 6,002 5,839 (6,002) (5,839) 6,002 - - (2,005) (2,182) (163) 163 (163) 163 - - 59,787 (60,305) 68,907 (69,503) 3,668 (3,700) (3,668) 3,700 3,668 (3,700) (3,668) 3,700 - - (517) (596) (32) 32 (32) 32 - - Variability at 31 December 2010 260 days 260 days At 31 December 2010, the net position in US dollars amounts to 71 thousand euros (20 thousand euros at 31 December 2009), a negligible sum for the purposes of this analysis. Financial assets At 31 December 2010 this item primarily reflects equity instruments held by the Parent Company (note 3.1) and Poste Vita SpA’s investments in bonds, both denominated in US dollars. 3.3 - Market risk - US dollar Effect on liabilities towards policyholders +Vol -Vol Pre-tax profit Equity reserves +Vol -Vol Position in USD/000 Position in €000 +Vol -Vol 260 days 260 days 260 days 260 days 260 days 260 days 2009 effects Available-for-sale financial assets Equity instruments Fixed income instruments Financial assets at FV through profit or loss 89,190 88,553 637 61,912 61,470 442 - - - - 4,306 4,306 - (4,306) (4,306) - 2,446 1,698 2 (2) - - - - Fixed income instruments Variability at 31 December 2009 2,446 91,636 1,698 63,610 2 2 (2) (2) - - 4,306 (4,306) 2010 effects Available-for-sale financial assets Equity instruments Fixed income instruments Financial assets at FV through profit or loss 35,196 34,539 657 26,340 25,849 491 - - - - 2,630 2,630 - (2,630) (2,630) - 205 153 (67) 67 - - - - Fixed income instruments Variability at 31 December 2010 205 35,401 153 26,493 (67) (67) 67 67 - - 2,630 (2,630) Date of reference of the analysis At 31 December 2010 Poste Vita SpA’s position in fixed income instruments, related to its obligations associated with Branch I policies, amounted to 862 thousand US dollars, of which 205 thousand dollars are classified as financial instruments at fair value through profit or loss. This position is almost entirely hedged against exchange rate fluctuations through forward sales of 1,352 thousand US dollars, the fair value of which is recognised in profit or loss. To this end, the effects indicated refer to the notional amount of forward sales in excess of the amount of the fixed income instruments held. Poste Italiane | Annual Report Notes to the consolidated financial statements 131 Fair value interest rate risk Concerning the effects of changes in interest rates on the price of fixed income and fixed rate securities held by the Parent Company, mainly in relation to BancoPosta’s activities, and by Poste Vita SpA, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve (+/- 100 bps). 3.4 - Market risk - Fair value interest rate Effect on liabilities towards policyholders Date of reference of the analysis Pre-tax profit Notional Fair value +100bps -100bps 2009 effects Assets attributable to BancoPosta(1) 14,670,700 Available-for-sale financial assets 14,092,700 Derivative financial instruments 578,000 Derivative financial instruments (liabilities) - 15,108,809 15,067,840 40,969 - - - Available-for-sale financial assets Fixed income instruments Other investments 22,557,039 22,557,039 - 23,428,558 23,428,558 - (1,149,630) 1,266,293 (1,149,630) 1,266,293 - 953,384 953,384 771,229 771,229 (48,792) (48,792) Derivatrive financial instruments 2,124,547 Fair value through profit or loss 71,684 Fair value through profit or loss (liabilities) 2,052,863 (7,547) 61 (7,608) (83,694) (1,508) (82,186) Financial assets at FV through profit or loss Fixed income instruments Variability at 31 December 2009 +100bps -100bps Equity reserves +100bps -100bps - - (732,385) - (687,053) - (45,332) - 794,709 745,103 49,606 - - - (17,699) (17,699) - 18,980 18,980 - 48,850 48,850 - - - - 83,694 1,508 82,186 - - - - 40,305,670 39,301,049 (1,282,116) 1,398,837 - - (750,084) 813,689 2010 effects Assets attributable to BancoPosta(2) 15,237,350 Available-for-sale financial assets 14,517,350 Derivative financial instruments 100,000 Derivative financial instruments (liabilities) 620,000 14,521,868 14,535,568 225 (13,925) - - - - (924,776) - (868,629) - (48,906) (7,241) 1,017,810 955,634 54,216 7,960 Available-for-sale financial assets(2) Fixed income instruments Other investments 28,543,901 28,543,901 - 28,443,893 28,443,893 - (1,447,192) 1,609,527 (1,447,192) 1,609,527 - - - (60,409) (60,409) - 70,270 70,270 - 4,209,033 4,209,033 3,274,718 3,274,718 (175,808) (175,808) 175,675 175,675 - - - - - - - - - - - - 47,990,284 46,240,479 (1,623,000) 1,785,202 - - (985,185) 1,088,080 Financial assets at FV through profit or loss Fixed income instruments Derivatrive financial instruments Fair value through profit or loss Fair value through profit or loss (liabilities) Variability at 31 December 2010 (1) At 31 December 2009 held-for-trading financial assets with a nominal value of 100,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2010. (2) The effects for 2010 were measured only for the portfolio instruments that were not hedged against changes in fair value. Consolidated financial statements 132 Assets attributable to BancoPosta BancoPosta’s investment securities (note 14.3) are nearly equally split between Held-to-maturity (HTM) and Available-forsale (AFS). While a change in fair value does not have an impact in terms of financial position or operating performance for HTM financial assets, which are initially recognised at their fair value and subsequently at their amortised cost, it does have an effect in terms of financial position for AFS financial assets, which are recognised at fair value with any change accounted for in equity, making it necessary to monitor constantly any unrealised gains and losses. The sensitivity analysis shown concerns AFS financial assets. This item includes fixed income government securities (ordinary BTPs) with a nominal value of 12,443,600 thousand euros (11,474,000 thousand euros at 31 December 2009) and positions in inflation-linked BTPs (BTP€i) with a nominal value of 2,073,750 thousand euros (2,618,700 thousand euros at 31 December 2009). The BTP€i, which carry floating rates indexed to European inflation, have been swapped for fixed-rate positions (cash flow hedge). A portion of the fixed-rate portfolio, made up of ordinary BTPs, was instead partially hedged against the risk of changes in fair value via asset swap contracts: - BTPs with a notional amount of 500,000 thousand euros were hedged against the risk of changes in their fair value via an IRS, effective immediately; - BTPs with a notional amount of 2,450,000 thousand euros maturing 2026, 2034 and 2040 were partially hedged against the risk of changes in their fair value via IRSs, starting in 2015, 2016 and 2020, respectively (forward start). These hedging transactions are described in note 14.4. During 2010, also due to the above-mentioned transactions to realign portfolio maturities to the new replication model approved by the Board of Directors, the duration of the AFS financial assets was 6.23 (at 31 December 2009 the portfolio’s duration was 4.60), thus increasing, though not to a significant extent, the sensitivity of the fair value of the portfolio to changes in interest rates. At 31 December 2010, this form of interest rate risk also influenced the fair value of forward purchases of securities attributable to BancoPosta and having a notional value of 720,000 thousand euros (note 14.4). These derivative financial instruments are being settled and the related sensitivity analysis, shown solely to ensure full disclosure in table 3.4, therefore represents a prudential measurement. Available-for-sale financial assets The fixed income instruments considered in this analysis have a fair value of 27,922,704 thousand euros, compared with a notional amount of 27,994,401 thousand euros (23,316,578 thousand euros and 22,446,039 thousand euros, respectively, at 31 December 2009) and consist of Poste Vita SpA’s fixed income investments, totalling 26,440,892 thousand euros (22,906,129 thousand euros at 31 December 2009) to cover its Branch I contractual obligations, and 1,481,812 thousand euros (410,449 thousand euros at 31 December 2009) related to the company’s free capital. This item included also investments by the Parent Company in short-term bank instruments with a fair value of 471,791 thousand euros (101,143 thousand euros at 31 December 2009) and a notional value of 100,000 thousand euros (100,000 thousand euros at 31 December 2009), as well as BTPs of a notional amount of 400,000 thousand euros (purchased during the year). Of these, securities amounting to 375,000 thousand euros were hedged against changes in their fair value by entering into an asset swaps, effective immediately (note 9.6). The balance also includes fixed income investments with a fair value of 49,398 thousand euros vis-à-vis a notional amount of 49,500 thousand euros (10,837 thousand euros and 11,000 thousand euros, respectively at 31 December 2009) held by BancoPosta Fondi SpA SGR and Poste Assicura SpA Financial assets at fair value through profit or loss. This item reflects fixed income investments by Poste Vita SpA, totalling 3,274,718 thousand euros (771,229 thousand euros at 31 December 2009). These consist of investments with a fair value of 3,210,624 thousand euros, relating to coupon stripped11 BTPs (727,241 thousand euros at 31 December 2009) covering obligations associated with the Branch 11. Coupon stripping is the act of detaching the interest payment coupons from a note or bond. Coupon stripping transorms each government security into a series of zero coupon securities. Each component may be traded separately. Poste Italiane | Annual Report Notes to the consolidated financial statements 133 III insurance products, and with a fair value of 64,094 thousand euros (43,988 thousand euros at 31 December 2009), covering Branch I contractual obligations. CREDIT RISK Credit risk regards the risk that a debtor might default on a payment or go into liquidation. This risk is managed as follows: • minimum rating requirements for issuers/counterparties, based on the type of instrument; • concentration limits per issuer/counterparty; • monitoring of changes in the ratings of counterparties. At 31 December 2010 the following positions are subject to this risk: Financial assets Below, for each category of financial instrument the relevant credit exposure is shown. The ratings reported in the table have been assigned by Moody’s. 3.5 - Credit risk - Financial assets Item Balance at 31 December 2010 From Aaa from A1 from Ba1 to to Aa3 to Baa3 Not rated Loans and receivables Loans Receivables 723,686 723,686 - 28,435,440 Available-for-sale financial assets Credit instruments Poste Vita Branch I Credit instruments Poste Vita Branch III Credit instruments Poste Vita free capital Other instruments and deposits Financial assets at FV through profit or loss Credit instruments Poste Vita Branch I Credit instruments Poste Vita Branch III Credit instruments Poste Vita free capital Other instruments and deposits Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total Balance at 31 December 2009 from A1 from Ba1 to to Baa3 Not rated Total From Aaa to Aa3 749,870 1,630 748,240 807,970 807,970 - 55,886 1,233 54,653 863,856 1,233 862,623 2,019,294 148,307 30,603,041 24,452,153 1,543,605 124,696 26,120,454 26,247,903 1,851,121 144,209 28,243,233 23,760,089 1,529,822 122,695 25,412,606 - - - - - - - - 1,562,398 625,139 168,173 - 2,000 2,098 1,732,571 627,237 470,677 221,387 13,783 - 1,000 1,001 485,460 222,388 8,229,209 1,948,396 277,777 10,455,382 4,482,814 5,302,331 250,780 10,035,925 164,837 256,130 55,384 476,351 265,652 230,240 40,299 536,191 8,040,698 1,679,802 169,895 9,890,395 4,200,901 5,045,061 177,382 9,423,344 23,674 - 12,464 - 52,498 - 88,636 - 16,261 - 27,030 - 33,099 - 76,390 - 128,488 22,933 105,555 13 13 119 119 - 128,620 119 22,933 105,568 61 61 - 35,029 17 35,012 35,090 17 35,073 37,516,823 3,967,703 452,387 41,936,913 29,742,998 6,845,936 466,391 37,055,325 26,184 1,630 24,554 - Total As the international financial crisis peters out, 2010 witnessed the stabilisation of the creditworthiness of the Poste Italiane group’s debtors. In fact, 2009 was characterised by an extensive rating review activity by the main agencies, with a significant amount of downgrades. Consequently, the Group suffered from a deterioration of the weighted average rating of its exposure (which went from AA to AA- in 2009), even though the associated financial assets continued to be investment grade. Consolidated financial statements 134 During the year under review, the macroeconomic events that had an impact on the risk-return profiles of the Group’s financial assets were the debt crises in Greece and Ireland, which caused spreads among European government bonds to widen, with a particular impact on those related to Italy’s sovereign risk and the continuing uncertainty about the health of the banking sector. Nevertheless, the weighted average rating of the Group’s exposure at 31 December 2010 was unchanged from that at 31 December 2009 (AA-). Receivables (note 9.2) primarily regard the Parent Company’s claims on the parent, the MEF, amounting to 639,202 thousand euros (769,500 thousand euros at 31 December 2009), and on the counterparties involved in asset swap and interest rate swap transactions (with collateral provided by a specific Credit Support Annex12), totalling 90,074 thousand euros (55,660 thousand euros at 31 December 2009), which were entered into as cash flow hedges and fair value hedges, respectively, and in repurchase agreements (collateral governed by a specific Global Master Repurchase Agreement), in the form of guarantee deposits (almost entirely with counterparties with investment grade ratings). This item also includes receivables of 2,351 thousand euros, representing advances made in relation to the subscription of shares in mutual funds, where the investment has yet to be completed, and receivables of 9,677 thousand euros, which were written down in 2008 by 8,777 thousand euros as due from a bank that had been declared bankrupt. Available-for-sale financial assets are described in note 9.3. In terms of credit risk, no account has been taken of equity instruments or equity funds, whose credit risk takes shape in the form of changes in their fair value (price risk). Financial instruments at fair value through profit or loss are described in note 9.5. These included Poste Vita SpA’s investments in structured bonds of 6,787,051 thousand euros (8,769,793 thousand euros at 31 December 2009), which are subject to credit risk in connection with the crisis that characterised the financial markets. As these were financial instruments designed to cover Branch III insurance policies, any impairment of elements classified under this item translates into lower liabilities towards customers. This item also includes 3,210,624 thousand euros in coupon stripped BTPs (727,241 thousand euros at 31 December 2009). A comment on this item was made in connection with the interest rate risk to which the fair value of these instruments is subject and which is borne entirely by Poste Vita SpA. Derivative instruments are described in note 9.6. These include warrants purchased by Poste Vita SpA, and reported at a fair value of 105,555 thousand euros (34,880 thousand euros at 31 December 2009), and asset swaps, reported at a fair value of 22,933 thousand euros, which were entered into by the Parent Company to hedge BTPs with a notional amount of 375,000 euros against interest rate risk. Credit risk arising from derivative transactions is mitigated through rating and counterparty concentration limits as well as, in the case of asset swaps, sufficient collateral. Exposure is monitored at current value, in accordance with the Bank of Italy’s prudential supervisory instructions. Assets attributable to BancoPosta The Parent Company’s operational characteristics, related in particular to BancoPosta’s investment activities, give rise to a significant exposure toward the Italian State, involving essentially deposits with the MEF and the majority of holdings of Italian government securities (note 14.1). Overall, the type of credit risk involved may be defined via the grouping together of the various positions based on the quality of issuer or counterparty, as represented by the following ratings: • Italian Republic: A+ for S&P and Aa2 for Moody’s; • French Republic: AAA for S&P and Aaa for Moody’s; The fair value of derivative financial instruments included in Assets attributable to BancoPosta amounts to 88,205 thousand euros and primarily reflects asset swaps serving as cash flow hedges (fair value equal to 25,956 thousand euros) and fair value hedges (fair value equal to 62,024 thousand euros). At 31 December 2010 all counterparties for the Group’s derivatives have investment grade ratings. During the year accreting13 asset swap contracts on long-term BTP€i were entered into, with a notional amount that varies over time, so as to minimise collateral requirements. All asset swap transactions are conducted within the scope of the Credit Support Annex. 12. Under these contracts, counterparty risk is limited through periodic margining, whereby if the fair value of the derivative instrument exceeds a set value, the debtor must post adequate collateral with the creditor. 13. Accreting asset swaps entered into to hedge against interest rate risk make it possible to reduce the payments to be made to the counterparty from time to time under the CSA contracts. Poste Italiane | Annual Report Notes to the consolidated financial statements 135 Non-current assets - Other assets 3.6 - Credit risk 31 December 2010 31 December 2009 Carrying amount Specific impairment Carrying amount Specific impairment Trade receivables due from Public Sector entities 216,583 - 254,315 - Trade receivables due from tax authorities 378,578 - 340,133 - Receivables due under fixed-term contracts settlement 225,347 (2,189) 233,796 (2,189) - 6,073 - Item Guarantee deposits paid to suppliers 6,197 Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA 2,957 - 3,101 Technical provisions for claims attributable to reinsurers 8,333 - 1,326 - 81 - - - Other receivables Total of which past due 838,076 - 838,744 - Current assets - Trade receivables 3.7 - Credit risk 31 December 2010 Item Private customers Due from parents Public Sector Cassa Depositi e Prestiti Overseas postal operators Due from subsidiaries, joint ventures and associates Prepayments to suppliers Total of which past due 31 December 2009 Carrying amount Specific impairment Carrying amount Specific impairment 977,772 1,171,053 760,420 822,000 174,043 9,766 346 3,915,400 541,101 (34,473) (72,855) (90,171) (20,556) (4,296) - 996,283 1,124,197 905,694 918,045 224,078 9,595 60 4,177,952 411,719 (40,936) (77,230) (96,765) (20,556) - The nature of the Group’s customers, the structure of revenues and the method of collection mean that there is a limited risk of default on trade receivables. In this regard, reference should be made to the paragraph of note 2.4 dealing with Revenues and receivables due from the State. All receivables are subject to specific monitoring and reporting procedures to support credit collection activities. Other current receivables and assets 3.8 - Credit risk 31 December 2010 31 December 2009 Carrying amount Specific impairment Carrying amount Specific impairment Prepaid taxes Receivables due from others Other amounts due from subsidiaries Accrued income and prepaid expenses 368,347 217,537 34 17,316 (123,416) - 274,901 221,467 49 9,921 (128,408) - Total of which past due 603,234 1,572 Item Consolidated financial statements 506,338 973 136 LIQUIDITY RISK Liquidity risk is the risk that an entity may have difficulties in raising sufficient funds, at market conditions, to meet its obligations deriving from financial instruments. Liquidity risk may regard the inability to sell financial assets quickly at an amount close to fair value or by the need to raise funds at unfair rates. The Poste Italiane group applies a financial strategy that aims to minimise this type of risk as follows: • diversification of the various forms of short- and long-term borrowings and counterparties; • the availability of lines of credit in terms of amount and the number of banks; • the gradual and consistent distribution of the maturities of medium/long-term borrowings; • the adoption of analysis models designed to monitor the maturities of assets and liabilities. At 31 December 2010 liquidity risk regards the potential exposure deriving from obligations relating to the investment of deposits by current account customers and to the holders of Branch I insurance policies issued by Poste Vita SpA. In terms of the Parent Company, the liquidity risk associated with BancoPosta’s activities regards the investment of current account deposits in euro area government securities. The potential risk derives from a mismatch between the maturities of investments in securities and those of liabilities, represented by current accounts where the funds are available on demand, thus compromising the Company’s ability to meet its obligations to current account holders. This potential mismatch between assets and liabilities is monitored via comparison of the maturity schedule for assets with the prudential statistical model of the performance of current account deposits, in accordance with the various likely maturity schedules and assuming the progressive total withdrawal of deposits over a period of 30 years. Though not as conservative as the previous model, which assumed withdrawals over a period of no more than 10 years, the new model is sustainable in view of deposit trends and the highly liquid nature of investments, thus enabling a parallel improvement in the return profile. This approach is also in line with the Bank of Italy’s prudential supervisory requirements. At 31 December 2010 the degree of the match between the maturities of investments in euro area government securities and the new portfolio replication model approved by the Board of Directors is being calculated, whilst the average term to maturity of investments as a whole has risen from 4.53 years at 31 December 2009 to 5.56 years at 31 December 2010. The components of the financial statements most subject to liquidity risk are described below. The amounts shown refer to the Group’s obligations at maturity (nominal value plus accrued interest). Liabilities attributable to BancoPosta In order to analyse liquidity risk at 31 December 2010, the timing of withdrawals from postal current accounts held by third parties (with a carrying amount of 39,476,478 thousand euros) was determined as follows: • in the case of private customers’ deposits, whose funds are invested in euro area government securities, on the basis of the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders; • in the case of Public Sector customers, by taking account of the fact that the Parent Company is required to deposit the resulting liquidity with the MEF, and that all changes in the amount due to current account holders is matched exactly in the balance of the amount deposited with the Ministry after a delay of one bank working day. For this reason both items have been classified as being available on demand. The following table shows liabilities increased by the expected cash flows generated by the related interest expense. Postal current accounts are net of postal current accounts in the name of Group companies. Poste Italiane | Annual Report Notes to the consolidated financial statements 137 3.9 - Liquidity risk 31 December 2010 Within 12 Between 1 months and 5 years 31 December 2009 Over 5 years Item Cassa Depositi e Prestiti and the MEF for management of postal savings 73,403 Other payables 221,017 Derivative financial instruments 681,696 Repurchase agreements 389,212 Postal current accounts 13,123,999 66,467 10,826,667 73,403 287,484 681,696 389,212 13,398,910 37,349,577 Total liabilities 10,893,134 13,398,910 38,781,372 14,489,327 Total Within 12 Between 1 months and 5 years Over 5 years Total 70,766 222,796 547,709 13,953,567 68,108 10,737,423 13,194,061 70,766 290,904 547,709 37,885,051 14,794,838 10,805,531 13,194,061 38,794,430 At 31 December 2010 these liabilities are invested in the following types of financial instrument. Investments in fixed income instruments (a carrying amount of 29,303,781 thousand euros, as described in note 14.2) are shown on the basis of the expected cash flows, consisting of the redemption value of the securities and the coupon interest to be collected as it falls due. 3.10 - Liquidity risk Balance at 31 December 2010 Balance at 31 December 2009 Within 12 Between 1 months and 5 years Over 5 years Total Amounts due from the MEF 7,014,078 Poste Italiane SpA’s own liquidity held in postal current accounts (840,624) Amounts due from the Italian Treasury 1,188,592 Other receivables 548,717 Cash and cash equivalents 2,351,245 Derivative financial instruments Fixed income instruments (Capital + Interest) 3,583,258 11,348,216 - 7,014,078 8,320,632 - (840,624) - 1,188,592 548,717 2,351,245 - 28,551,677 43,483,151 3,289,121 14,220,634 17,136,087 34,645,842 Total assets 28,551,677 53,745,159 14,405,448 14,220,634 17,136,087 45,762,169 Item 13,845,266 11,348,216 Within 12 Between 1 months and 5 years Over 5 years Total - - 8,320,632 (1,515,829) - - (1,515,829) 839,808 706,910 2,660,696 104,110 - - 839,808 706,910 2,660,696 104,110 The liquidity risk profile at 31 December 2010 has increased slightly from the preceding year, due to the realignment, which is still under way, of the investment maturities with the new statistical model utilised to define the maturity profile of the deposit base. Whilst demand deposits from Public Sector entities fell, demand deposits from private customers are up, above all the retail component, which is typically more stable. Nevertheless, the Parent Company continues to closely monitor the deposit base. Technical provisions for insurance business In order to analyse its liquidity risk profile, Poste Vita SpA uses Asset-liability management (ALM) to effectively manage assets in relation to its obligations to policyholders, whilst also developing projections of the effects deriving from financial market shocks (asset dynamics) and of the behaviour of policyholders (liability dynamics). At 31 December 2010 liabilities attributable to Branch I policies have an average term to maturity of 6.78 years, compared with an average duration of the matching assets of 5.25 years (approximately 8.75 and 4.19 years, respectively, at 31 December 2009). The financial instruments intended to cover the technical provisions for Branch III have maturities that match those of the liabilities. Consolidated financial statements 138 Financial liabilities Expected cash flows for financial liabilities accounted for at the end of the reporting period, broken down by maturity, are shown below. Repayments of principal at face value are increased by interest payments calculated on the basis of the yield curve applicable at 31 December 2010 and 31 December 2009. 3.11 - Liquidity risk Balance at 31 December 2010 Item Within 12 Between 1 months and 5 years Balance at 31 December 2009 Over 5 years Total Within 12 Between 1 months and 5 years Over 5 years Total Financial liabilities at fair value Borrowings 975,383 Derivative financial instruments 2,967 Current account balances of subsidiaries 545 Other financial liabilities 2,032,620 721,564 1,456,433 375 8,317 - 721,564 2,440,133 3,342 300,408 1,792,604 1,690,799 1,715,405 3,342 12,298 - 1,690,799 2,028,111 1,795,946 20,821 262,362 545 2,315,903 1,351 2,083,241 20,070 250,466 1,351 2,353,777 Total 2,199,193 270,679 5,481,487 4,177,604 3,429,616 262,764 7,869,984 3,011,515 At 31 December 2010 the main changes in the structure of the Group’s debt with respect to 31 December 2009 regard the settlement of the forward purchases of stripped BTPs and warrants by Poste Vita SpA (note 9.6) and the repayment of 1,005,189 thousand euros by Poste Vita SpA (note 24.1) in relation to the maturity of certain financial contracts. Moreover, in the fourth quarter of 2010 the Parent Company introduced new short-term funding arrangements via the matched sale repurchase of BTPs held in BancoPosta’s portfolio with the objective to optimise profitability and to meet temporary cash withdrawals from demand deposits. Current liabilities - Trade payables 3.12 - Liquidity risk Balance at 31 December 2010 Item Within 12 Between 1 months and 5 years Balance at 31 December 2009 Over 5 years Total Within 12 Between 1 months and 5 years Over 5 years Total Suppliers 1,417,354 Subsidiaries, joint ventures and associates 17,704 Prepayments from customers 187,452 Interest payable to current account holders 66,303 - - 1,417,354 1,467,575 - - 1,467,575 - - 17,704 187,452 21,807 208,798 - - 21,807 208,798 - - 66,303 91,720 - - 91,720 Total - - 1,688,813 1,789,900 - - 1,789,900 1,688,813 CASH FLOW INTEREST RATE RISK This regards uncertainty over future cash flows following fluctuations in market interest rates. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2009 and 31 December 2010, sensitivity to interest rate risk of the cash flow generated by the instruments concerned, represented by floating rate investments, or transactions rendered thus by fair value hedges, is summarised in the table below, and calculated to reflect changes resulting from a parallel shift in the forward yield curve (+/- 100 bps). Poste Italiane | Annual Report Notes to the consolidated financial statements 139 3.13 - Cash flow interest rate risk and hedging policy Date of reference of the analysis 2009 effects Non-current financial assets Fixed income (floating rate) instruments Other investments Nominal position Effect on liabilities towards policyholders +100bps -100bps 3,228,077 107,500 31,209 - (31,209) - Assets attributable to BancoPosta Fixed income (floating rate) instruments Due from MEF 6,804,803 - - Current financial assets Financial receivables Cash and cash equivalents Bank and post office deposits 55,660 Pre-tax profit +100bps 1,072 1,075 -100bps Equity reserves +100bps Total equity -100bps +100bps -100bps (1,072) (1,075) - - 1,072 (1,072) 1,075 (1,075) 68,048 (68,048) - - 68,048 (68,048) - 557 (557) - - 557 (557) 2,025,790 - - 20,258 (20,258) - - 20,258 (20,258) (250,000) - - (2,500) 2,500 - - (2,500) 2,500 (10,144) - - - (101) - 101 - - - (101) - 101 - 11,961,686 31,209 (31,209) 88,409 (88,409) - - 2010 effects Non-current financial assets Fixed income (floating rate) instruments Other investments 3,008,822 93,550 23,412 - (23,412) - 6,676 936 (6,676) (936) - - Assets attributable to BancoPosta Fixed income (floating rate) instruments Due from MEF 500,000 6,173,454 - - 5,000 61,735 (5,000) (61,735) - - 90,074 - - 901 (901) - - 1,079,739 - - 10,797 (10,797) - - 10,797 (10,797) (250,000) - - (2,500) 2,500 - - (2,500) 2,500 (12,193) (39,720) - - (122) (397) 122 397 - - (122) (397) 122 397 10,643,726 23,412 (23,412) Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) Sundry financial liabilities Variability at 31 December 2009 Current financial assets Financial receivables Cash and cash equivalents Bank and post office deposits 88,409 (88,409) 6,676 936 (6,676) (936) 5,000 (5,000) 61,735 (61,735) 901 (901) Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) Sundry financial liabilities Variability at 31 December 2010 83,026 (83,026) 83,026 (83,026) Financial assets - Fixed income instruments Cash flow interest rate risk concerns investments in floating-rate financial instruments, or rendered such by the use of fair value hedges, that, at 31 December 2009 and 31 December 2010, were recognised as Available-for-sale and at Fair value through profit or loss. Based on the analysis as of 31 December 2010, the effects of the risk in question on the cash flows related to the investments of the Branch I policies sold by Poste Vita are not currently deemed such as to affect the minimum guaranteed return to Consolidated financial statements 140 policyholders and reflected entirely on the liabilities towards policyholders. In terms of consolidated income statement, the effects of this risk were related to the investment of Poste Vita SpA’s free capital and the Parent Company’s cash. With reference to the variable or indexed cash flows, designed to generate a return on the index- or unit-linked Branch III policies issued until the entry into effect of ISVAP Regulation 32/2009, considering the peculiar composition of such investments, consisting of structured bonds yielding returns linked closely to bond and equity markets, any effect of changes in interest rates on cash flows is reflected in the Liabilities towards policyholders (technical provisions and financial liabilities recognised at fair value). Sensitivity to changes in interest rates thus generates a reputational risk that can affect the company’s business, in connection with policyholders’ expectations, as described in note 3. Lastly, the risk in question concerns a notional amount of 375,000 thousand euros in fixed-rate BTPs held by the Parent Company, which were hedged against any market risk that might change their fair value, as described in the paragraph on fair value interest rate risk. Assets attributable to BancoPosta At 31 December 2010 this risk primarily relates to the investment of the funds deriving from the current account deposits of Public Sector entities, which must be deposited with the MEF. Since 1 January 2008, these investments earn interest at a floating rate, calculated on the basis of a basket of government securities and money market indexes, in accordance with the method provided for by the European Commission in its Decision of 16 July 2008 and set out in the related agreement between the MEF and Poste Italiane SpA, which was approved by Ministerial Decree of 7 April 2009. Although the amounts involved are lower, this risk also regards the liquidity deposited in a Buffer Account with the MEF, which earns interest in accordance with the treasury services agreement renewed on 18 June 2009. This is calculated as the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period. Moreover, as noted above, this risk concerns a portion of the fixed-rate portfolio related to BTPs, whose fair value was hedged against any market risk as follows: - BTPs with a notional amount of 500,000 thousand euros through IRS contracts, which took effect immediately; - BTPs with a notional amount of 2,450,000 thousand euros maturing in 2026, 2034 and 2040 through IRS contracts, which will take effect in 2015, 2016 and 2020, respectively (forward start). These hedging transactions are described in note 14.4. BANKING BOOK INTEREST RATE RISK This is the risk, or the probability, that movements in interest rates will have a negative impact on an entity’s operating results and financial position. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2010 most of the risk in question is linked to the investment of the funds deriving from the postal current account deposits of private customers in euro area government securities, as well as the liquidity held by Public Sector entities in current accounts with the Parent Company, which must be deposited with the MEF. Returns on the investment of these funds is related to general trends in interest rates, as the Parent Company takes a commercial approach to their management, and interest paid on these deposits is not index-linked: • investments in euro area government securities yield a return based on the interest rates prevailing at the time of purchase; BancoPosta’s securities portfolio is currently invested in fixed income instruments, or floating rate instruments that yield fixed interest payments thanks to the asset swaps described above (note 3.4)14; • as noted elsewhere (note 3.13), the funds deposited with the MEF yield floating interest payments. 14. The residual use of fair value hedges, in contrast, primarily enables the inclusion, among potential investments, of longer term securities, reducing the related durations and thus the volatility of the related fair values. Poste Italiane | Annual Report Notes to the consolidated financial statements 141 Both types of investment are associated with an interest rate risk profile that is analysed and monitored with respect to the financial characteristics of the instruments and is managed through an adequate hedging policy (note 14.4). As a result, at 31 December 2010 forward purchases with a notional value of 720,000 thousand euros, maturing in 2011, are in place, in addition to asset swaps with a notional value of 2,073,750 thousand euros. DETERMINATION OF FAIR VALUE The financial instruments recognised at fair value in these financial statements are classified below on the basis of a hierarchy reflecting the significance of the sources used in determining fair value. The fair value hierarchy comprises the following levels: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). 3.14 - Fair value hierarchy Item Level 1 Level 2 31 December 2010 Level 3 Total Level 1 31 December 2009 Level 2 Level 3 Total Financial assets 24,734,313 16,429,709 3,197,605 44,361,627 23,179,222 13,007,314 2,262,564 38,449,100 AFS financial assets Equity instruments Fixed income instruments Other investments 24,554,434 6,417 24,544,187 3,830 3,127,837 61,470 2,975,366 91,001 1,646,752 27,776,456 7,479 72,753 59,294 26,029,452 1,579,979 1,674,251 177,355 177,355 - 9,844,519 1,074,726 8,769,793 - 615,680 10,637,554 14,051 1,266,132 - 8,769,793 601,629 601,629 - 34,958 Financial assets at fair value through profit or loss Fixed income instruments Structured bonds Other investments Derivative financial instruments 6,025,587 2,455,140 33,035,161 23,001,867 25,849 7,484 39,750 3,804 5,907,640 59,116 30,510,943 22,994,792 92,098 2,388,540 2,484,468 3,271 179,879 10,275,502 179,879 3,488,451 - 6,787,051 - 742,465 11,197,846 - 3,668,330 - 6,787,051 742,465 742,465 - 128,620 Assets attributable to BancoPosta 14,535,568 88,205 - 14,623,773 15,171,861 40,969 - 15,212,830 Investments in financial instruments AFS Held-for-trading 14,535,568 14,535,568 - - - 14,535,568 15,171,861 - 14,535,568 15,067,840 104,021 - - 15,171,861 - 15,067,840 104,021 - 88,205 Derivative financial instruments Total assets at fair value - - 128,620 88,205 40,969 39,269,881 16,517,914 3,197,605 58,985,400 38,351,083 13,048,283 Financial liabilities Financial liabilities at fair value Derivative financial instruments - (721,564) (721,564) - - (721,564) (721,564) - Liabilites attributable to BancoPosta Derivative financial instruments - (90,501) (90,501) - (90,501) (90,501) Total liabilities at fair value - (812,065) - (812,065) Consolidated financial statements - 132 - 35,090 40,969 2,262,564 53,661,930 - (1,705,888) - (1,690,799) (15,089) - (1,705,888) - (1,690,799) (15,089) - - (93,082) (93,082) - (1,798,970) (93,082) (93,082) - (1,798,970) 142 3.15 - Changes in financial instruments at fair value (Level 3) Item AFS Financial assets Financial assets at fair value Derivative through profit or financial loss instruments Total Opening balance at 1 January 2009 Purchases/Issues Sales/Extinguishment of initial accruals Redemptions Changes in fair value through profit or loss Changes in fair value through Equity Transfers to profit or loss Gains/Losses in profit or loss due to sales Transfers to Level 3 Transfers to other levels Changes in amortised cost Other changes (including accruals at the end of the period) 1,259,405 298,631 (1,786) 81,871 8,631 - 658,698 81,512 (149,549) 24,927 66 26 132 - 1,918,235 380,143 (151,335) 24,927 81,871 66 8,631 26 Closing balance at 31 December 2009 Purchases/Issues Sales/Extinguishment of initial accruals Redemptions Changes in fair value through profit or loss Changes in fair value through Equity Transfers to profit or loss Gains/Losses in profit or loss due to sales Transfers to Level 3 Transfers to other levels Changes in amortised cost Other changes (including accruals at the end of the period) 1,646,752 826,955 (2,133) (38,448) 22,014 - 615,680 241,861 (111,667) (4,562) 1,153 - 132 (132) 2,262,564 1,068,816 (113,800) (4,562) (38,448) 1,153 22,014 (132) Closing balance at 31 December 2010 2,455,140 742,465 - 3,197,605 At 31 December 2010 available-for-sale financial assets, measured at Level 3 fair value, primarily consist of Poste Vita SpA’s investments in mutual funds, totalling 2,388,540 thousand euros, to cover its obligations to policyholders in respect of separately managed Branch I accounts (which increased during the year as a result of new purchases totalling 826,950 thousand euros), and 59,116 thousand euros in new bonds in respect of Branch I policies. The remainder regards investments in equity instruments, totalling 7,484 thousand euros (including 4,617 thousand euros belonging to the Parent Company). The change in the fair value of the instruments in question, amounting to 38,448 thousand euros, is almost entirely reflected in a matching increase in insurance liabilities, in accordance with the shadow accounting method. At 31 December 2010 financial instruments at fair value through profit or loss, measured at Level 3 fair value, consist of Poste Vita SpA’s investments in mutual funds, totalling 742,465 thousand euros, to cover obligations in respect of Branch III unit-linked policies (note 9.5). The change in the fair value of the financial instruments in question is almost entirely reflected in insurance liabilities towards policyholders. Poste Italiane | Annual Report Notes to the consolidated financial statements 143 OTHER RISKS Operational risk This regards the risk of losses resulting from inadequate or failed internal processes, people and systems, or from external events. This category of risk includes losses resulting from fraud, human error, business disruption, systems failures, breach of contract and natural disasters. Operational risk includes legal risk, but not strategic and reputational risks. To protect the Group from this form of risk, in line with the prudential supervisory requirements, issued by the Bank of Italy in December 2006, and adopted by Poste Italiane SpA as benchmarks, the Parent Company has formalised and agreed a methodological and organisational framework to manage the operating risk related to the products/processes of the BancoPosta unit and the asset management company BancoPosta Fondi SpA SGR. Changes to the Operational Risk Management system used by Poste Vita SpA, first implemented in 2009, were consolidated during 2010 (redesign of the Business Process Model and of the classification of risk factors and operational risk events). Insurance risk This type of risk arises with the stipulation of insurance contracts and the terms and conditions contained therein (technical bases adopted, premium calculation, terms and conditions of cash surrender, etc.). The risks to which Poste Vita is exposed primarily relate to separately managed accounts in the Branch I category sold by the company and, as is typical in the insurance business, deriving from the guaranteed minimum returns on investment to be paid to policyholders, and the potential impact on the financial statements of the measurement of the assets in which the technical provisions are invested. In strictly technical terms, mortality is one of the main risk factors in life insurance, i.e. any risk associated with the uncertainty of a policyholder’s life expectancy. For products with the capital sum subject to positive risk, such as term life insurance, this risk has negative consequences if death frequencies exceed the death probabilities realistically calculated (second order technical bases). For products with the capital sum subject to negative risk, such as annuities, there are negative consequences when death frequencies are lower than the death probabilities realistically calculated. Nevertheless, at 31 December 2010 the mortality risk is limited for the Company and mainly concerns: • repayment of the premiums paid, in case of the death of holders of Branch III index- and unit-linked policies,15 and the minimum guaranteed capital in case of death, as required by the contracts for separate portfolio products; • repayment of the insured capital for policies providing temporary death benefit protection. As to pricing risk, i.e. the risk of incurring losses due to the inadequate premiums charged for the insurance products sold, this may arise due to: • inappropriate selection of the technical basis; • incorrect assessment of the options embedded in the product; • incorrect evaluation of the factors used to calculate the expense loads. As Poste Vita’s mixed and whole-life policies have cash value build-up features, accumulating in accordance with a preestablished interest rate, the technical basis adopted does not affect premium calculation (and/or the insured capital). In fact, there is no pricing risk associated with the choice of technical basis in Poste Vita’s portfolio. The same considerations apply to Branch III, for which the investment risk is not borne by the company. The options embedded in the policies held in portfolio include: • Surrender option; • Minimum return guarantee option; • Annuity conversion option. 15. In the event that the surrender value is lower than the premiums paid, the Company makes up for the difference up to 5,000 euros. Consolidated financial statements 144 For nearly all the products in the portfolio there are no surrender penalties. This might create problems in recovering commissions in case of annual premiums, but these types of deferred premiums are not present in the portfolio, as there are only single premiums or recurring single premiums. The surrender risk becomes significant in the event of mass surrenders, which have a low probability of occurrence. The minimum return guaranteed by contract is 1.5%16 per non-consolidated event,17 thus showing a very low risk significance compared with the returns generated to date by the separate portfolios, as determined by the asset-liability management analyses performed for the purposes of ISVAP Regulation 21 of 28 March 2008. Reputational risk The Group’s business is by its nature exposed to elements of reputational risk, associated mainly with the placement of index-linked bonds issued by other credit institutions and/or insurance policies issued by Poste Vita SpA. In this respect, in July 2008, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), the Parent Company has adopted the “consulting service” model. The crisis of recent years has had profound effects on the performance of all the financial instruments on the market, especially those whose returns are magnified. These instruments, which are used exclusively, and on a residual basis, by the subsidiary Poste Vita SpA to invest the premiums collected on so-called Branch III policies, are inevitably exposed to higher risk and volatility of their fair value. Even though the Group has developed over time prudential policies in the customers’ best interests, which entails the selection of domestic and foreign issuers solely with investment grade ratings, the situation prompted closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for the customers that, to this day, characterise these products18. OTHER INFORMATION With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries, and makes use, with regard to the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. The Group’s financial structure at 31 December 2010 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank overdrafts, which are of a limited amount. Medium/long-term debt is sufficient to cover the Group’s expected financial needs. At the end of the reporting period the Group has unused uncommitted lines of 1,230 million euros, of which 300,000 thousand euros has been used. The Group also has overdraft facilities in place, totalling 69.1 million euros, of which 12.2 million euros has been temporarily used, and bank guarantee facilities with a value of approximately 289.1 million euros (with 174.5 million euros available to the Parent Company), of which guarantees with a value of 105 million euros have been used. 16. For a residual share of the portfolio, there is no guaranteed return. 17. In case of death, surrender and expiration. 18. In this regard, Poste Vita issued over the years Branch III index- and unit-linked policies, that call for the investment of the premiums paid in a structured bond or in mutual funds whose increase in value reflects on the value of the policies. For this type of product issued prior to the introduction of ISVAP Regulation 32/2009, the company does not guarantee capital or a minimum return and, as such, the credit and financial risks associated with them are borne by the customer. In order to protect its own good name and reputation, and those of its Group, as well as its credentials as a capable operator, the Company constantly monitors developments in the risk profile. Particular attention was given to monitoring certain financial instruments underlying index-linked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12. These instruments, whose remaining fair value at 31 December 2010 is 378 million euros, bring together different financial positions, including securitisation transactions and credit and financial derivatives (CDOs - Collateralised Debt Obligations), whose past performances were affected by the financial and credit market crisis. In this context, in May 2009 and December 2008 Poste Vita SpA offered the holders of certain Branch III policies the opportunity to convert these policies into Branch I policies providing minimum returns guaranteed by the Company. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, the Company has carried out the restructuring initiatives in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. Poste Italiane | Annual Report Notes to the consolidated financial statements 145 4 - OPERATING SEGMENTS The identified operating segments are: Postal Services, Financial Services and Insurance Services. The “Postal Services” segment includes Mail, Express Delivery, Logistics and Parcels, and Philately. The “Financial Services” segment includes the collection of public deposits on behalf of Cassa Depositi e Prestiti and the management of postal current accounts and related services, the payment of pensions under authority, the transfer of funds via postal order, collection services for third parties. The “Insurance Services” segment regards the sale of life assurance products in Branches I, III and V, and, secondarily, the recently launched sale of non-life insurance. The remaining “Other Services” segment includes segments which, based on the indications in IFRS 8 - Operating Segments, are not significant within the context of the Group’s operations. This segment includes the remaining services carried out by Poste Italiane SpA and those conducted by certain Group companies, including PosteMobile SpA, a mobile virtual network operator, BancoPosta Fondi SpA SGR, an asset management company, EGI SpA, which operates in the property sector. Segment information regards revenue components and is prepared on the basis of the Accounting Unbundling that Poste Italiane SpA is required to carry out at the end of each reporting period in accordance with the laws in force at 31 December 2010 (Legislative Decree 261/99 and Legislative Decree 144/01). The cost allocation method adopted is based on the absorption of resources (staff, external costs, plant, etc.) by the various business segments. In response to the legislation enacted on 26 February 2011, described in note 41, the Parent Company will, in application of the Bank of Italy’s prudential requirements, set aside capital exclusively in relation to BancoPosta’s operations. As a result, the methods of measuring and presenting the performances of the operating segments may be revised. The result for each segment is based on Operating profit/(loss). All income components reported for operating segments are measured using the same accounting policies applied in the preparation of these consolidated financial statements. (€m) Postal Services 5,065 298 5,363 Financial Services 4,946 8 4,954 Depreciation, amortisation and impairments Non-cash expenses (488) (159) (0) (90) (0) (6,953) (58) 9 - - (547) (7,193) Total non-cash expenses (647) (90) (6,953) (49) - - (7,740) Operating profit/(loss) (153) 1,390 436 197 - 0* 1,870 - - - - 19 (0) * 18 - - - (0) (870) - (0) (870) 1,018 Assets 6,737 41,934 42,887 803 4,904 (1,541) 95,725 Liabilities 5,003 41,488 42,553 257 5,251 (3,210) 91,342 2010 External revenue Intersegment revenue Total revenue Finance income/(costs) Profit/(Loss) on investments accounted for using the equity method Income tax expense Profit/(Loss) for the year Other information Capital expenditure Investments accounted for using the equity method (*) Insurance Other Services Services 11,206 619 0 167 11,206 786 Unallocated Adjustments and items eliminations (473) (473) 379 0 1 54 - - 434 3 - - 4 - - 7 Elimination of cost incurred by Poste Italiane SpA for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Consolidated financial statements Total 21,837 21,837 146 (€m) 2009 Postal Services Financial Services Insurance Other Services Services Unallocated Adjustments and items eliminations Total External revenue Intersegment revenue Total revenue 5,227 278 5,505 4,964 8 4,972 9,376 0 9,376 531 138 669 - (424) (424) 20,098 20,098 Depreciation, amortisation and impairments Non-cash expenses Total non-cash expenses (488) (278) (766) (0) (118) (118) (0) (6,934) (6,934) (67) (34) (101) - - (555) (7,364) (7,919) Operating profit/(loss) Finance income/(costs) Profit/(Loss) on investments accounted for using the equity method Income tax expense Profit/(Loss) for the year (208) - 1,422 - 272 - 107 - (5) 6 (*) (6)(*) 1,599 (11) 1 - 0 0 (685) - 1 (685) 904 Assets 6,858 42,763 37,533 853 5,144 (2,209) 90,942 Liabilities 5,350 41,059 37,709 190 4,959 (2,900) 86,367 450 0 0 58 - - 508 3 - 8 4 - - 15 Other information Capital expenditure Investments accounted for using the equity method (*) Elimination of cost incurred by Poste Italiane SpA for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Assets are those employed by the segment in conducting its ordinary activities or that may be allocated to the segment based on these activities. Unallocated assets consist of cash of 1,068 million euros (2,039 million euros at 31 December 2009), non-current financial assets of 1,721 million euros (1,389 million euros at 31 December 2009), deferred tax assets of 760 million euros (645 million euros at 31 December 2009), prepaid taxes of 747 million euros (615 million euros at 31 December 2009), current financial assets of 556 million euros (406 million euros at 31 December 2009), and current tax assets of 52 million euros (50 million euros at 31 December 2009). Financial assets and cash relating to the insurance activities of Poste Vita SpA are allocated to the “Insurance Services” segment. Unallocated liabilities consist of current financial liabilities of 2,941 million euros (2,333 million euros at 31 December 2009), non-current financial liabilities of 1,661 million euros (1,846 million euros at 31 December 2009), deferred tax liabilities of 294 million euros (417 million euros at 31 December 2009), current taxes payable of 310 million euros (283 million euros at 31 December 2009) and current tax liabilities of 44 million euros (80 million euros at 31 December 2009). Current and non-current financial liabilities are accounted for after deducting Poste Vita SpA’s financial liabilities allocated to the “Insurance Services” segment. Information about geographical segments, based on the geographical areas in which the various Group companies are based, is not material. At 31 December 2010 all entities consolidated on a line-by-line basis are based in Italy, whilst their customers are also primarily located in Italy and revenue from overseas customers does not account for a significant proportion of total revenue. Poste Italiane | Annual Report Notes to the consolidated financial statements 147 5 - PROPERTY, PLANT AND EQUIPMENT The following table shows changes in Property, plant and equipment in 2009 and 2010: 5.1 - Changes in Property, plant and equipment Plant and equipment Industrial and commercial Leasehold equipment improvements Assets in the course Other of construction and assets prepayments Land Operating properties Balance at 1 January 2009 Cost Accumulated depreciation Accumulated impairments 76,520 - 2,617,351 (880,804) (1,482) 2,302,340 (1,588,238) (30,698) 277,355 (212,448) (770) Carrying amount 76,520 1,735,065 683,404 64,137 118,602 231,753 326,842 3,236,323 Changes during the year Purchases Adjustments Reclassifications Disposals Depreciation Impairments 608 495 (2,773) (345) - 49,649 63 58,631 (8,189) (94,169) (12,550) 96,705 58,357 (1,070) (154,790) (705) 12,645 2,125 (2) (17,649) - 18,054 41,530 (466) (20,343) (750) 42,217 47,944 (571) (90,554) - 69,018 (30) (205,466) - 288,896 528 348 (10,643) (377,505) (14,005) Total changes (2,015) (6,565) (1,503) (2,881) 38,025 (964) (136,478) (112,381) Balance at 31 December 2009 Cost Accumulated depreciation Accumulated impairments 74,505 - 2,715,167 (972,686) (13,981) 2,137,771 (1,442,842) (13,028) 292,212 (230,186) (770) Carrying amount 74,505 1,728,500 681,901 625 (26) (93) (462) 27,479 286 (1,528) (99,108) (1,266) 44 Balance at 31 December 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount 481,907 1,163,092 (363,304) (931,291) (1) (48) Total 326,842 7,245,407 - (3,976,085) (32,999) 218,649 1,246,954 (62,017) (1,016,117) (5) (48) 190,364 6,875,622 - (3,723,848) (27,832) 61,256 156,627 230,789 190,364 3,123,942 44,302 52,830 (1,099) (147,912) (397) 12,525 26 (90) (14,548) - 28,103 37,988 (3) (26,356) (947) 60,679 41,739 (395) (86,766) (12) 73,343 (166,053) (22) - 247,056 (33,210) (3,230) (374,690) (3,084) (74,137) (52,276) (2,087) 38,785 15,245 (92,732) (167,158) 74,652 (103) 2,717,568 (1,047,958) (15,247) 2,148,453 (1,506,136) (12,692) 304,041 (244,102) (770) 74,549 1,654,363 629,625 Adjustments Cost Other liabilities Accumulated depreciation - - Total - Reclassifications Cost Accumulated depreciation Total Changes during the year Purchases Adjustments(1) Reclassifications(2) Disposals(3) Depreciation Impairments Total changes 283,696 1,344,837 (88,249) (1,098,743) (35) (60) 97,632 6,970,879 - (3,985,188) (28,907) 59,169 195,412 246,034 97,632 2,956,784 - - - 2 (2) - 2 (2) - - - - - - - (26) - (22,243) 22,529 45,800 7,030 35 (9) 38,821 (833) 41,734 5 (166,053) - (61,932) 28,722 (26) 286 52,830 26 37,988 41,739 (166,053) (33,210) (452) 359 (2,835) 1,307 - (79,420) 77,588 733 (731) 641 - (1,877) 957 917 (4,530) 4,135 - (22) - (89,867) 84,628 2,009 (93) (1,528) (1,099) (90) (3) (395) (22) (3,230) (1) (2) Disposals(3) Cost Accumulated depreciation Accumulated impairments Total Consolidated financial statements 148 At 31 December 2010 Property, plant and equipment includes assets belonging to the Parent Company located on land held under concession or sub-concession, which are to be handed over free of charge at the end of the concession term, with a carrying amount of 173,782 thousand euros (179,850 thousand euros at 31 December 2009). The principal changes during 2010 are described below. Capital expenditure of 247,056 thousand euros, including 4,738 thousand euros in capitalised costs and expenses, primarily regards: • 27,479 thousand euros, relating primarily to the purchase and maintenance of properties owned by the Group, including 23,015 thousand euros relating to the extraordinary maintenance of post offices, local head offices and mail sorting offices, and 3,996 thousand euros regarding the purchase of premises used as post offices; • 44,302 thousand euros relating to plant, with the most significant items regarding the Parent Company and relating to plant for buildings (23,280 thousand euros) and the purchase of sorting equipment used at Sorting Centres (11,253 thousand euros). The total also includes capital expenditure carried out by the Postel Group, totalling 3,154 thousand euros and primarily relating to printing and enveloping systems; • 12,525 thousand euros primarily relating to the purchase of security equipment for post office access and for the deposit of cash and sundry documents; • 28,103 thousand euros invested almost entirely by the Parent Company in plant upgrades (17,816 thousand euros) and structural improvements (9,625 thousand euros) for properties held under lease; • 60,679 thousand euros regarding other assets and primarily relating to the Parent Company. This includes 34,166 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 8,075 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 4,427 thousand euros for the purchase of other durable goods used in delivery activities; • 73,343 thousand euros, primarily referring to the Parent Company’s investments in progress, with 32,292 thousand euros for the purchase of computer hardware and other equipment yet to enter service, 18,319 thousand euros relating to the restyling of post offices, and 8,313 thousand euros regarding the restructuring of Sorting Centres. The total also includes 8,124 thousand euros invested by Postel SpA and regarding the purchase of latest-generation printing and enveloping equipment that has yet to enter service and the restructuring of storage facilities. Impairments of 3,084 thousand euros, relating almost entirely to the Parent Company, primarily regard: • 1,020 thousand euros relating to assets located on land held under concession or sub-concession, for which, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience; • 947 thousand euros regarding leasehold improvements following early termination of the leases. Reclassifications from assets in the course of construction, totalling 166,053 thousand euros, primarily regard the purchase cost of assets that became available and ready for use during the year. Above all, such assets regard the installation of equipment at Sorting Centres, the rollout of hardware held in storage and completion of the process of restyling leased properties. Disposals, with a carrying amount of 3,230 thousand euros, primarily regard the sale of operating properties (1,528 thousand euros) and the disposal of obsolete production plant (1,099 thousand euros). The impact of these disposals on the income statement is described in note 30.2. Poste Italiane | Annual Report Notes to the consolidated financial statements 149 The following table shows a breakdown by category of property, plant and equipment held under finance leases at 31 December 2010 and 2009: 5.2 - Assets held under finance leases 31 December 2010 31 December 2009 Cost Accumulated depreciation Net carrying amount Buildings held under finance leases 17,043 (4,345) 64,835 6,824 88,702 Item Plant and equipment held under finance leases Other assets (hardware) Total Cost Accumulated depreciation Net carrying amount 12,698 17,043 (3,834) 13,209 (63,795) 1,040 65,087 (61,859) 3,228 (3,144) 3,680 6,824 (2,224) 4,600 (71,284) 17,418 88,954 (67,917) 21,037 The following table provides further information about the Group’s finance leases at 31 December 2010: 5.3 - Reconciliation of total future lease payments and present value 31 December 2010 Item Payments from 1 January 2011 to end of lease term Interest Present value 13,826 2,520 11,306 Buildings Plant and equipment Other assets (hardware) Total 732 8 724 2,329 164 2,165 16,887 2,692 14,195 5.4 - Financial liabilities by maturity 31 December 2010 Item Buildings Plant and equipment within 12 months between 1 and 5 years over 5 years Total 829 3,716 6,761 11,306 720 4 - 724 Other assets (hardware) 1,483 682 - 2,165 Total 3,032 4,402 6,761 14,195 Consolidated financial statements 150 6 - INVESTMENT PROPERTY Investment property primarily regards properties owned by the subsidiary EGI SpA, residential accommodation previously used by post office managers and former service accommodation owned by Poste Italiane SpA pursuant to Law 560 of 24 December 1993. The following changes in Investment property took place in 2010 and 2009: 6.1 - Changes in Investment property Balance at 1 January Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Reclassifications(1) 2010 2009 215,714 (56,918) (5,120) 153,676 238,645 (57,484) (8,736) 172,425 1,180 607 Disposals(2) Depreciation Reversals of impairments/(Impairments) Total changes 26,452 (11,787) (7,679) 1,103 9,269 (625) (11,838) (8,710) 1,817 (18,749) Balance at 31 December Cost Accumulated depreciation Accumulated impairments Carrying amount 247,198 (80,819) (3,434) 162,945 215,714 (56,918) (5,120) 153,676 Reclassifications(1) Cost Accumulated depreciation Accumulated impairments Total 50,009 (23,557) 26,452 (1,743) 653 465 (625) Disposals(2) Cost Accumulated depreciation Accumulated impairments Total (19,705) 7,335 583 (11,787) (21,795) 8,623 1,334 (11,838) Following a change in use, the portion of a property owned by the Parent Company, with a carrying amount of 27,672 thousand euros, was reclassified from operating properties to this asset category. The fair value of Investment property at 31 December 2010 amounts to 326 million euros. This value includes approximately 240 million euros representing the market prices of the investment property, based primarily on independent valuations, and 86 million euros representing the sale price applicable to the Parent Company’s former service accommodation pursuant to Law 560 of 24 December 1993. Most of the properties included in this category are subject to lease agreements classifiable as operating leases, given that the Group retains substantially all the risks and rewards of ownership of the properties. Under the relevant agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. Poste Italiane | Annual Report Notes to the consolidated financial statements 151 7 - INTANGIBLE ASSETS The following table shows changes in Intangible assets in 2009 and 2010: 7.1 - Changes in Intangible assets Balance at 1 January 2009 Cost Accumulated amortisation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments Reclassifications Transfers and disposals Amortisation Impairments Total changes Balance at 31 December 2009 Cost Accumulated amortisation Accumulated impairments Carrying amount Changes during the year Purchases Reclassifications(1) Transfers and disposals(2) Amortisation Impairments Total changes Balance at 31 December 2010 Cost Accumulated amortisation Accumulated impairments Carrying amount Reclassifications(1) Cost Accumulated amortisation Accumulated impairments Total Transfers and disposals(2) Cost Accumulated amortisation Total Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights Intangible assets in progress and prepayments Goodwill 1,048,245 (783,295) (1,356) 263,594 80,467 (99) 80,368 36,819 36,819 139,285 57,615 (4) (152,633) 44,263 73,698 (101) (59,189) 14,408 (950) (950) 1,244,954 (935,741) (1,356) 307,857 94,875 (99) 94,776 36,819 (950) 35,869 71,364 38,725 (392) (157,553) (212) (48,068) 110,105 (44,541) 65,564 - 1,354,514 (1,093,178) (1,547) 259,789 160,439 (99) 160,340 36,819 (950) 35,869 38,704 21 38,725 (44,541) (44,541) - - 4,543 4,543 (1,294) 21 (1,273) (508) 116 (392) - - - - (508) 116 (392) Goodwill arising from consolidation Other Total 69,284 113,815 1,348,630 - (103,016) (886,311) (1,212) (6,690) (9,357) 68,072 4,109 452,962 - 5,197 1,359 (3,689) 2,867 218,180 (101) (215) (4) (156,322) (950) 60,588 69,284 120,383 1,566,315 - (106,717) (1,042,458) (1,212) (6,690) (10,307) 68,072 6,976 513,550 (13,390) (13,390) 4,276 4,543 (5,117) 3,702 185,745 (1,273) (392) (162,670) (13,602) 7,808 69,284 129,202 1,750,258 - (111,834) (1,205,012) (14,602) (6,690) (23,888) 54,682 10,678 521,358 Investment in Intangible assets during 2010 amounts to 185,745 thousand euros, including 33,709 thousand euros regarding software developed in-house by the Group. The increase of 71,364 thousand euros in Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, before amortisation for the year, primarily refers to: • 52,956 thousand euros regarding the purchase and entry into service of new software applications used by the Parent Consolidated financial statements 152 Company for innovative Mail services, WEB Oriented services and BancoPosta services and in updating Asset and Configuration Management. New software applications were also purchased for use in the maintenance, evolution and development of the technology infrastructures used in the sale of BancoPosta services and in the updating of the platform used to provide multi-channel services; • 11,802 thousand euros representing the fair value of recent developments of the software component for the ICT platform used in the provision of virtual mobile services by PosteMobile SpA, which was purchased under a finance lease. The balance of Intangible assets in progress and prepayments includes uncompleted investment by the Parent Company, primarily regarding the development of software used in BancoPosta services (42,637 thousand euros), the platform for Integrated Web Services provided to postal customers (19,160 thousand euros), the infrastructure platform (15,610 thousand euros), the postal products platform (12,400 thousand euros) and the platform used in providing multi-channel services (11,445 thousand euros). During the year, the Group effected reclassifications from Intangible assets in progress and prepayments to Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, amounting to 38,725 thousand euros. This primarily reflects the release and entry into service of new software programmes and the evolution of existing programmes. At 31 December 2010 Intangible assets include assets purchased under finance leases, the carrying amount of which is as follows: 7.2 - Assets held under finance leases 31 December 2010 31 December 2009 Item Industrial patents and intellectual property rights, concessions, licences, trademarks and similar rights Cost Accumulated amortisation Net carrying amount Cost Accumulated amortisation Net carrying amount 48,972 (14,549) 34,423 37,494 (8,996) 28,498 Total 48,972 (14,549) 34,423 37,494 (8,996) 28,498 In 2007 PosteMobile SpA signed a contract for the supply of the hardware and software platform to be used in the provision of virtual mobile services. The contract, which expires on 31 December 2014, envisages payment to the supplier of a set-up fee and a series of annual fees. The contract has been accounted for as a finance lease. At 31 December 2010 the software component amounts to 33,609 thousand euros, after accumulated amortisation. The hardware component is accounted for in Other assets, under Property, plant and equipment (note 5), at a carrying amount of 3,680 thousand euros, after accumulated depreciation. In 2009 Italia Logistica Srl agreed to lease three divisions of a business until March 2013. The value of the right to manage the divisions has been accounted for as a finance lease (IAS 17 - Leases, and IFRIC 4 - Determining whether an Arrangement contains a Lease). At 31 December 2010 the value of the intangible asset recognised is 814 thousand euros, after accumulated amortisation. The following table provides further information about the related finance leases: 7.3 - Reconciliation of total future lease payments and present value 31 December 2010 Payments from 1 January 2011 to end of lease term Interest Present value Industrial patents and intellectual property rights, concessions, licences, trademarks and similar rights 7,846 526 7,320 Total 7,846 526 7,320 Item Poste Italiane | Annual Report Notes to the consolidated financial statements 153 7.4 - Financial liabilities by maturity 31 December 2010 Item Industrial patents and intellectual property rights, concessions, licences, trademarks and similar rights Total within 12 months between 1 and 5 years over 5 years Total 4,686 2,634 - 7,320 4,686 2,634 - 7,320 Goodwill, as shown in the following schedule, primarily derives from acquisitions and subsequent mergers of companies carried out by the subsidiaries Postel SpA and PostelPrint SpA, after accumulated amortisation until 1 January 2004. 7.5 - Goodwill Balance at 31 December 2010 Balance at 31 December 2009 Postel SpA Italia Logistica Srl Poste Italiane Trasporti SpA SDA Express Courier SpA 30,288 3,296 2,285 30,288 3,296 1,544 741 Total 35,869 35,869 Name Following the merger of Poste Italiane Trasporti SpA with and into SDA Express Courier SpA, the value of the related goodwill was transferred to the acquiring company in 2010. Goodwill has been tested for impairment in accordance with the relevant accounting standards. Based on the prospective information available, there are no material indications of impairments to be accounted for in the consolidated financial statements. Goodwill arising from consolidation, generated by the process of eliminating the value of investments consolidated on a line-by-line basis, represents differences between the acquisition price and the fair value of the assets acquired and liabilities assumed. These differences regard the following companies: 7.6 - Goodwill arising from consolidation Balance at 31 December 2010 Balance at 31 December 2009 SDA Express Courier SpA Postel SpA Mistral Air Srl Poste Italiane Trasporti SpA 35,036 14,712 4,934 - 46,010 14,712 4,934 2,416 Total 54,682 68,072 Name Goodwill arising from consolidation has also been tested for impairment in accordance with the relevant accounting standards. Based on the prospective information available and the results of the impairment tests conducted, the value of goodwill arising from the consolidation of SDA Express Courier SpA has been written down by 13,390 thousand euros by using the provisions made to cover such risks (in Other provisions for liabilities and charges) in 2009, as described in note 2.4 (Goodwill and Goodwill arising from consolidation). Based on the specific nature of the business and organisational changes at SDA Express Courier SpA, the relevant impairment test was conducted on the basis of five-year projections. Consolidated financial statements 154 8 - INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD This item includes the following: 8.1 - Investments Item Balance at 31 December 2010 Balance at 31 December 2009 4,178 12,821 Investments in subsidiaries Investments in joint ventures 34 - Investments in associates 2,459 1,838 Total 6,671 14,659 Changes in Investments accounted for using the equity method during 2009 and 2010 are as follows: 8.2 - Changes in Investments in 2009 Investments Balance at 1 January 2009 Additions/ (Reductions) Changes in the basis of consolidation Adjustments accounted for using dividend the equity method adjustments Balance at 31 December 2009 in subsidiaries Address Software Srl Consorzio Poste Contact Chronopost International Italia SpA in liquidation Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda 60 370 99 - 41 499 - 101 968 1,260 2,199 2,325 225 - 5,900 - - (63) 77 (171) - - 1,197 8,176 2,325 54 - Total subsidiaries 6,439 5,999 - 383 - 12,821 24 24 - (24) (24) - - - in associates Docugest SpA Consorzio ANAC Uptime SpA Other SDA group associates 956 10 19 - 24 - 825 4 - - 1,781 10 28 19 Total associates 985 - 24 829 - 1,838 7,448 5,999 - 1,212 - 14,659 in joint ventures Uptime SpA Total joint ventures Total Poste Italiane | Annual Report Notes to the consolidated financial statements 155 8.3 - Changes in investments in 2010 Adjustments accounted for using dividend the equity method adjustments Balance at 1 January 2010 Additions/ (Reductions) Changes in the basis of consolidation 101 968 1,197 8,176 2,325 54 - 1,000 - (968) (8,176) (54) - (4) 4 (445) - - 97 1,201 555 2,325 - 12,821 1,000 (9,198) (445) - 4,178 in joint ventures Uptime SpA(1) - 51 28 (45) - 34 Total joint ventures - 51 28 (45) - 34 in associates Docugest SpA Consorzio ANAC Telma-Sapienza Scarl Uptime SpA Other SDA group associates 1,781 10 28 19 649 - (28) - - - 1,781 10 649 19 Total associates 1,838 649 (28) - - 2,459 14,659 1,700 (9,198) (490) - 6,671 Investments in subsidiaries Address Software Srl Consorzio Poste Contact Docutel SpA Kipoint SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA Postel do Brasil Ltda Total subsidiaries Total (1) Balance at 31 December 2010 Measurement using the equity method was based on the latest available financial statements for the year ended 31 December 2009. Changes during 2010, as described in note 8.3, regard: • the merger of Consorzio Poste Contact, 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% owned by Postel SpA, with and into the subsidiary, Poste Link Scrl, on 24 February 2010, with effect for legal purposes from 8 March 2010 and for accounting and tax purposes from 1 January 2010; • the establishment by SDA Express Courier SpA alone, on 23 June, of Kipoint SpA, with share capital of 500 thousand euros and the subsequent contribution of further capital of 500 thousand euros, with the aim of transferring the “Kipoint” division acquired from PosteShop SpA to the new company; this transaction was completed on 27 October 2010 with execution of the contract transferring the division; • consolidation on a line-by-line basis of Poste Assicura SpA from 1 January 2010, following the company’s start-up of operations as a non-life company; • the merger of Poste Voice SpA (a wholly owned subsidiary: 70% owned by Poste Italiane SpA, 15% Postel SpA and 15% Postecom SpA) with and into the subsidiary, Poste Link Scrl on 15 June 2010, with effect for accounting and tax purposes from 1 January 2010; following registration of the merger deed on 25 June 2010, Poste Voice SpA was cancelled from the Companies’ Register; • the signature of new shareholder agreements between the shareholders of Uptime SpA, qualifying it as a company jointly controlled by SDA Express Courier SpA: on 28 April the General Meeting of the company’s shareholders approved a proposal to cover its losses by using the entire share capital and to concomitantly recapitalise the company; SDA Express Courier SpA subscribed 28.57% of the new capital; Consolidated financial statements 156 • the subscription of 32.45% of the share capital of Telma-Sapienza Scarl at a cost of 490 thousand euros, following the acceptance by this company’s shareholders of Poste Italiane SpA’s participation on 11 October 2010; the company is engaged in research, training and the development of new methods of learning and is involved in experimenting with new educational technologies. On 16 November 2010 Docugest SpA, in which the subsidiary Postel SpA holds an interest, merged with and absorbed a third company, CSAB Printing Srl, with effect for legal purposes from 1 December 2010. Following the resulting capital increase carried out by Docugest SpA, Postel SpA’s interest was reduced from 50% to 37%. In addition, on 31 January 2011 Postel SpA acquired 162,151 shares in Docugest SpA, representing 12% of the company’s share capital, at the same time transferring 152,556 shares in C-Global SpA, representing 17% of this company’s share capital, to a third company, CEDACRI SpA. As a result of these transactions, at the date of preparing these consolidated financial statements, Postel SpA owns a 49% interest in Docugest SpA. 9 - FINANCIAL ASSETS At 31 December 2010 and 2009 Financial assets break down as follows: 9.1 - Financial assets Balance at 31 December 2010 Non-current assets 336,575 332 336,243 Current assets 413,295 1,298 411,997 Available-for-sale financial assets Equity instruments Fixed income instruments Other investments 28,862,191 33,333 26,348,490 2,480,368 Financial assets at fair value through profit or loss Fixed income instruments Structured bonds Other investments Item Loans and receivables Loans Receivables Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total Poste Italiane | Annual Report Balance at 31 December 2009 Total 749,870 1,630 748,240 Non-current assets 445,335 14 445,321 Current assets 418,521 1,219 417,302 Total 863,856 1,233 862,623 4,172,970 6,417 4,162,453 4,100 33,035,161 39,750 30,510,943 2,484,468 22,931,938 68,949 21,192,270 1,670,719 4,844,518 3,804 4,837,182 3,532 27,776,456 72,753 26,029,452 1,674,251 11,174,547 3,645,031 6,787,051 742,465 23,299 23,299 - 11,197,846 3,668,330 6,787,051 742,465 10,604,145 1,232,723 8,769,793 601,629 33,409 33,409 - 10,637,554 1,266,132 8,769,793 601,629 126,088 16 20,517 105,555 2,532 103 2,416 13 128,620 119 22,933 105,568 35,012 35,012 78 17 61 35,090 17 35,073 40,499,401 4,612,096 45,111,497 34,016,430 5,296,526 39,312,956 Notes to the consolidated financial statements 157 LOANS AND RECEIVABLES Loans This item includes 1,012 thousand euros relating to the portion not consolidated using the proportionate method of consolidation of the loan formerly granted by SDA Express Courier SpA to Italia Logistica Srl, and 331 thousand euros regarding the statutory membership fee paid by the Parent Company to Telma-Sapienza Scarl on subscribing shares in this company. Following the entry of further potential subscribers, and in line with the investee company’s operating results, which have yet to be reported for 2010, the fee will be allocated to Goodwill arising from consolidation and/or the investment. Receivables Receivables break down as follows: 9.2 - Financial receivables Balance at 31 December 2010 Non-current assets Current assets 324,503 Due from parent repayment of loans accounted for in liabilities Balance at 31 December 2009 Total Non-current assets Current assets Total 314,699 639,202 436,413 333,087 769,500 324,503 292,454 616,957 436,413 309,502 745,915 repayment of interest on loan (Law 887/84) - 9,633 9,633 - 11,665 11,665 interest on Poste Italiane SpA’s liquidity - 5,601 5,601 - 7,838 7,838 repayment of sums in dormant accounts - 7,011 7,011 - 4,082 4,082 11,737 - 11,737 8,906 - 8,906 Due from buyers of service accommodation Due from overseas postal operators for international money orders - 3,841 3,841 - 3,807 3,807 Due from others 3 102,234 102,237 2 89,185 89,187 Provisions for doubtful debts - (8,777) (8,777) - (8,777) (8,777) 336,243 411,997 748,240 445,321 417,302 862,623 Total At 31 December 2010 the fair value of receivables, totalling 616,957 thousand euros, due from the parent, the MEF, as repayment of loans accounted for in liabilities, amounts to 627,630 thousand euros. At 31 December 2009, the fair value of this item, which at the time had a carrying amount of 745,915 thousand euros, was 777,094 thousand euros. The carrying amount of the other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 639,202 thousand euros, primarily regard a receivable of 616,957 thousand euros relating to the residual principal to be repaid on loans accounted for in liabilities, and which, in accordance with the laws that authorised the relevant loans, are to be repaid by the parent. This receivable is represented by the amortised cost19 of a receivable with a face value of 666,901 thousand euros, which is expected to be collected by 2016. During 2010 the Parent Company collected receivables with a face value of 155,237 thousand euros and estimated accrued finance income on the present value of the receivables to be 26,279 thousand euros. On the basis of the laws referred to below, these receivables are non-interest-bearing as they relate to loans for which only the principal is to be repaid by the government, with the exception of the loan linked to Law 887/8420. 19. The amortised cost of the non-interest bearing receivable in question was calculated on the basis of the present value obtained using the risk-free interest rate applicable at the date from which the incorporation of Poste Italiane SpA took effect (1 January 1998). The receivable is thus increased each year by the amount of interest accrued and reduced by any amounts collected. 20. Interest was originally to be paid on this loan, but payments were suspended between 2001 and 2006, as a result of changes to the government’s budget. Interest accrued to 31 December 2008 was, instead, paid to Poste Italiane SpA from 2007. Consolidated financial statements 158 The face value of these receivables is as follows: Legislation Law Law Law Law 227/75 (mechanisation of PO services) 39/82 (subsequent changes to PO services) 887/84 41/86 Total Face value of receivable 21,885 382,714 260,344 1,958 666,901 Such items represent repayments of loans formerly disbursed by Cassa Depositi e Prestiti, in accordance with the above laws, to the former Post and Telecommunications Office in order to fund investment between 1975 and 1993. On conversion of the former Public Entity into a joint-stock company, the accounts payable to Cassa Depositi e Prestiti (the provider of the loans) and the accounts receivable from the parent, the MEF, to which the relevant laws assigned the burden of repayment, were posted in the accounts. Poste Italiane SpA is liable for interest expense through to full repayment of the loans. The difference of 161,128 thousand euros between the face value of the receivable and the face value of the liability of 505,773 thousand euros (note 24.2), which corresponds to the amortised cost, is due to repayment of the principal falling due in 2010 and in the process of collection. Receivables due from the parent, the MEF, also include: • 9,633 thousand euros in interest on the loan granted under Law 887/84 accruing in 2010 and in the process of collection; • 5,601 thousand euros due as accrued interest on the deposit of Poste Italiane SpA’s liquidity with the MEF in 2010; • 7,011 thousand euros for amounts returned to customers holding dormant accounts, the balances of which had previously been paid into a specific fund set up by the MEF, pursuant to Presidential Decree 116/2007. As envisaged by MEF Circular 11439 of 13 February 2009, the Parent Company, which has advanced the sums claimed to customers, applied to the Ministry for reimbursement on 19 November 2010. Amounts due from others, totalling 102,237 thousand euros, include: • guarantee deposits, totalling 90,074 thousand euros, accounted for by the Parent Company in current assets, including 89,560 thousand euros established during the year in favour of counterparties with whom the Company has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of Poste Italiane SpA’s cash flow and fair value hedging policies (notes 9.6 and 14.4), and 514 thousand euros in favour of counterparties in outstanding repo liabilities on fixed income securities (with collateral provided by a specific Global Master Repurchase Agreement) (note 14.7); • 9,677 thousand euros due from a counterparty declared bankrupt in 2008, after write-downs of 8,777 thousand euros. This refers to 9,000 thousand euros due to Poste Vita SpA in relation to the redemption of matured securities, and to 677 thousand euros resulting from early extinguishment of two Interest Rate Swaps carried out by the Parent Company in accordance with the related contracts terms; • 2,351 thousand euros relating to Poste Vita SpA and regarding the subscription of and payment for units of mutual funds. Poste Italiane | Annual Report Notes to the consolidated financial statements 159 AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets break down as follows: 9.3 - Available-for-sale financial assets Balance at 31 December 2010 39,750 30,510,943 Equity instruments Fixed income instruments Mutual investment funds Fiduciary deposits Other investments 2,392,370 92,098 Balance at 31 December 2009 72,753 26,029,452 1,583,250 91,001 Total 2,484,468 1,674,251 33,035,161 27,776,456 The following changes took place during the year: 9.4 - Changes in Available-for-sale financial assets Equity instruments Fixed income instruments Other investments Total Balance at 1 January 2009 44,136 18,109,812 1,348,260 19,502,208 Investments of own liquidity Investments by insurance segment Fair value gains and losses through Equity Fair value gains and losses through profit or loss Transfers to the income statement Changes in amortised cost Accrued income Disinvestments of own liquidity Disinvestments by insurance segment 54 2,854 25,323 2,338 137 (2,089) 124,836 19,512,677 636,291 (103,121) 16,900 332,490 (420,586) (12,179,847) 246,376 82,263 261 (1,446) (1,463) 124,890 19,761,907 743,877 2,338 (102,984) 16,900 332,751 (422,032) (12,183,399) Balance at 31 December 2009 Investments of own liquidity Investments by insurance segment Fair value gains and losses through Equity Fair value gains and losses through profit or loss Transfers to the income statement Changes in amortised cost Accrued income Disinvestments of own liquidity Disinvestments by insurance segment 72,753 104 4,473 (1,333) 2,210 (40) (37,356) (1,061) 26,029,452 534,498 15,110,203 (1,086,108) (24,569) (79,916) 65,995 408,941 (111,558) (10,335,995) 1,674,251 826,950 (14,608) 270 (261) (2,134) 27,776,456 534,602 15,941,626 (1,102,049) (22,359) (79,956) 65,995 409,211 (149,175) (10,339,190) 39,750 30,510,943 2,484,468 33,035,161 Balance at 31 December 2010 Consolidated financial statements 160 Financial instruments classified as Available-for-sale financial assets report a decrease in fair value of 1,102,049 thousand euros for 2010. This amount reflects: • fair value losses of 1,095,720 thousand euros deriving from the measurement of securities held by Poste Vita SpA, with 1,059,911 thousand euros transferred to policyholders, whilst a contra-entry is made in technical provisions, without therefore having any impact on consolidated Equity; • net fair value losses of 6,329 thousand euros deriving from the measurement of other financial instruments, with 6,168 thousand euros on equity instruments, fixed income instruments and deposits held by the Parent Company. The sum of the above changes in the fair value of Available-for-sale financial assets during 2010 results in a net decrease in the relevant Equity reserve of 42,138 thousand euros (note 20.1). Equity instruments Equity instruments primarily include: • 25,263 thousand euros relating to the fair value of 150,628 class B shares in MasterCard Incorporated (350,628 shares with a fair value of 60,808 thousand euros at 31 December 2009). These equity instruments are not quoted on a regulated market but, should it be necessary to sell them, may be converted into an equal number of class A shares, which are listed on the New York Stock Exchange. During the year under review the Parent Company settled the forward sale of 150,000 shares, under an agreement executed on 31 December 2009, and further forward sales of 50,000 shares in January and February 2010, realising a total gain of 31,575 thousand euros; • 4,500 thousand euros regarding the historical cost of the Parent Company’s 15% interest in Innovazione e Progetti ScpA, the value of which is unchanged with respect to the previous year. Fixed income instruments Fixed income instruments primarily regard investments held by Poste Vita SpA, totalling 29,975,803 thousand euros (25,898,066 thousand euros at 31 December 2009). This refers to listed instruments with a face value of 29,006,893 thousand euros issued by European governments and major European companies, with 28,243,225 thousand euros (24,792,262 thousand euros at 31 December 2009) of these securities covering contractual obligations deriving from separately managed accounts. Under the shadow accounting method applied, unrealised gains and losses on these instruments are entirely transferred to policyholders and recognised in technical provisions. The remaining amount regards the insurance company’s investment of free capital. This item also includes 471,791 thousand euros in investments in fixed income instruments by the Parent Company with a total face value of 500,000 thousand euros. These instruments consist of bonds issued by Cassa Depositi e Prestiti SpA via a private placement with a face value of 100,000 thousand euros (a fair value of 100,825 thousand euros) and BTPs acquired during the year with a face value of 400,000 thousand euros (a fair value of 370,966 thousand euros), including 375,000 thousand euros immediately hedged via asset swaps and fair value hedges , as described in note 9.6. At 31 December 2010 a notional amount of 400,000 thousand euros regards restricted investments in securities used as collateral for repurchase agreements entered into by the Parent Company (note 24.3). Other investments Other investments regard: • units of mutual funds with a value of 2,392,370 thousand euros (1,579,978 thousand euros at 31 December 2009), including 2,359,817 thousand euros primarily consisting of equity funds and 28,723 thousand euros relating to real estate funds, subscribed entirely by Poste Vita SpA and allocated to the insurance company’s separately managed accounts. The balance is made up by 3,830 thousand euros relating to the fair value of units of mutual funds held by the Parent Company; • 92,098 thousand euros (91,001 thousand euros at 31 December 2009) regarding a fiduciary deposit with a face value of 93,550 thousand euros (107,500 thousand euros at 31 December 2009), established by the Parent Company in 2002 and Poste Italiane | Annual Report Notes to the consolidated financial statements 161 expiring on 5 July 2012, and paying interest at a floating rate. At 31 December 2010 approximately 86% of the deposit is held in cash, with the remainder invested in bonds. The Parent Company has an option which, if exercised, guarantees recovery of approximately 84% of the face value. The trustee has also entered into credit default swaps (CDSs) with thirdparty counterparties to hedge exposure to the credit risk of certain issuers. These CDSs have a total notional value of 65 million euros. Over the year under review the face value of the deposit has fallen by 13,950 thousand euros as a result of losses, recognised in the income statement, following the bankruptcy of the one of the entities covered by the CDSs. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Changes in Financial assets at fair value through profit or loss were as follows in 2009 and 2010: 9.5 - Changes in Financial assets at fair value through profit or loss Balance at 1 January 2009 Purchases/Disbursements Fair value gains and losses through profit or loss Accrued income Sales/Settlement of accrued income Balance at 31 December 2009 Purchases/Disbursements Fair value gains and losses through profit or loss Accrued income Sales/Settlement of accrued income Balance at 31 December 2010 Fixed income instruments Structured bonds Other investments Total 1,205,234 749,013 108,013 1,286 (797,414) 1,266,132 7,178,870 (111,931) 1,924 (4,666,665) 9,976,781 2,235,902 994,827 (4,437,717) 8,769,793 1,699,673 292,216 (3,974,631) 644,914 67,867 24,612 (135,764) 601,629 241,860 (4,385) (96,639) 11,826,929 3,052,782 1,127,452 1,286 (5,370,895) 10,637,554 9,120,403 175,900 1,924 (8,737,935) 3,668,330 6,787,051 742,465 11,197,846 Financial assets designated at fair value through profit or loss are held by the subsidiary Poste Vita SpA and regard: • fixed income instruments of 3,668,330 thousand euros (1,266,132 thousand euros at 31 December 2009), consisting of 3,210,624 thousand euros in coupon stripped BTPs (Italian Long-term Treasury Certificates) covering contractual obligations deriving from Branch III insurance policies, with the balance of 457,706 thousand euros primarily made up of corporate bonds issued by blue-chip companies and primarily linked to separately managed accounts in Branch I; • structured bonds of 6,787,051 thousand euros (8,769,793 thousand euros at 31 December 2009) relating to investments whose returns are linked to the performances of particular market indexes, primarily designed to cover the insurance company’s contractual obligations to the holders of Branch III index-linked policies; the item also includes instruments issued by the securitisation vehicle, Programma Dinamico SpA, with a fair value of 378,150 thousand euros (333,946 thousand euros at 31 December 2009); • other investments totalling 742,465 thousand euros (601,629 thousand euros at 31 December 2009) regarding units of mutual funds primarily acquired to cover contractual obligations to the holders of Branch III unit-linked policies; this item includes new investments of 179,389 thousand euros linked to the “Radar” product, a unit-linked policy launched in the second half of the year under review. Consolidated financial statements 162 DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative assets and liabilities are as follows: 9.6 - Changes in Derivative financial instruments 2010 Balance at 1 January Purchases Fair value gains and losses Income/Expenses through profit or loss Balance at 31 December of which: Derivative assets Derivative liabilities 2009 Note Cash flow hedges Fair value hedges Fair value through profit or loss [20.1] (269) 598 (2,314) 24,580 22,584 107,057 (46,119) 20,001 107,057 (20,941) (2,261) 4,278 (3) (2,320) (210) 667 22,046 22,503 (2,286) 9 677 (1,600) 119 22,933 105,568 128,620 (269) (2,314) 22,584 20,001 119 - 22,933 - 105,568 - 128,620 - (269) 17 (2,331) [9.1] [24.1] Total Fair value Cash flow Fair value through hedges hedges profit or loss Total (28,083) (30,347) 41,760 41,760 8,230 10,188 35,073 35,090 (12,489) (15,089) Cash flow hedges At 31 December 2010 outstanding derivative financial instruments with a positive fair value of 119 thousand euros consist exclusively of two currency forwards executed in March 2007 by Mistral Air SpA in order to hedge the foreign exchange risk linked with a notional amount of 4.6 million US dollars. This sum relates to the fees payable to suppliers for the lease of two aircraft. Fair value hedges At 31 December 2010 outstanding derivative financial instruments with a positive fair value21 of 22,933 thousand euros consist of 9 asset swaps used as fair value hedges entered into by the Parent Company during the year under review to protect the value of BTPs with a notional value of 375 million euros from movements in interest rates. These instruments have enabled the Parent Company to purchase a floating rate of 2.25% (the weighted average of the interest rates provided for in the nine contracts) and sell the fixed rate on the BTPs of 3.75%. During 2010 the Parent Company settled two forward sale agreements relating to the 150,000 class B shares in MasterCard Incorporated and two forward sale agreements in US dollars executed by the Parent Company in 2009 to hedge the price and foreign exchange risk exposures of the above shares. At 31 December 2009 these contracts had a fair value of 2,331 thousand euros. 21. The fair value of these derivative instruments is based on the present value of expected cash flows deriving from the differentials to be exchanged. Poste Italiane | Annual Report Notes to the consolidated financial statements 163 Derivative financial instruments at fair value through profit or loss At 31 December 2010 outstanding transactions primarily regard warrants executed by Poste Vita SpA to cover contractual obligations deriving from Branch III policies already distributed and forward currency sales to hedge the redemption values at maturity of securities covering insurance policy obligations. Changes in assets and liabilities were as follows in 2010: 9.7 - Changes in derivative financial instruments at fair value through profit or loss USD currency forwards Forward purchase of coupon stripped BTPs Forward purchase of warrants (21) (7,547) (4,860) Balance at 31 December 2009 Purchases Fair value gains and losses Income/Expenses through profit or loss Balance at 31 December 2010 Warrants Other less significant instruments Total 34,880 132 22,584 9,257 - - 97,800 - 107,057 12 (7,891) (11,115) (27,125) - (46,119) (9,235) 15,438 15,975 - (132) 22,046 13 - - 105,555 - 105,568 13 - - - 105,555 - - 105,568 - of which: Derivative assets Derivative liabilities • the extinguishment of forward sales of US dollars outstanding at 31 December 2009 and executed to hedge the redemption values at maturity of securities denominated in this currency; at 31 December 2010 these instruments have a notional value of 1.4 million US dollars (3.1 million US dollars at 31 December 2009) and a positive fair value of 13 thousand euros; • the settlement of 51 forward BTP purchase agreements outstanding at 31 December 2009 with a total notional value of 2,125 million euros, covering contractual obligations deriving from Branch I policies and the Branch III “Terra” policy; • the execution and settlement during the year under review of 51 forward BTP purchase agreements with a total notional value of 2,125 million euros, covering contractual obligations deriving from Branch I policies and the Branch III “Quarzo” policy; • the settlement of the agreement outstanding at 31 December 2009 for the forward purchase of Index Linked Warrants with a notional value of 1,500 million euros to cover the indexed component of returns on the Branch III “Terra” policy; the transaction was completed with the purchase of the warrants at a value of 55,800 thousand euros; • the execution and settlement of an agreement for the forward purchase of Index Linked Warrants with a notional value of 1,500 million euros to cover the indexed component of returns on the Branch III “Quarzo” policy; the transaction was completed with the purchase of the warrants at a value of 42,000 thousand euros. Finally, at 31 December 2010 the Group’s position in warrants is represented by instruments with a total notional value of 3,800 million euros, as follows: • 800 million euros in warrants purchased in 2009, with a fair value at 31 December 2010 of 24,000 thousand euros (34,880 thousand euros at 31 December 2009) to cover the indexed component of returns on the Branch III “Alba” policy; • 1,500 million euros in previously referred to warrants, whose forward purchase was completed during the year under review and which have a positive fair value of 42,555 thousand euros; these instruments are to cover the indexed component of returns on the Branch III “Terra” policy; • 1,500 million euros in previously referred to warrants, whose forward purchase was completed during the year under review and which have a positive fair value of 39,000 thousand euros; these instruments are to cover the indexed component of returns on the Branch III “Quarzo” policy. Consolidated financial statements 164 10 - OTHER NON-CURRENT ASSETS 10.1 - Other non-current assets Item Note Long-term portion of trade receivables due from Public Sector entities Balance at 31 December 2010 [12.2] Long-term portion of receivables due from staff under fixed-term contracts settlement of 2006 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2008 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2010 Long-term portion of receivables due from IPOST under fixed-term contracts settlements of 2006-2008 Provisions for doubtful debts due from staff Balance at 31 December 2009 216,583 254,315 32,672 43,758 122,569 140,843 33,029 - 39,266 51,384 (2,189) (2,189) 225,347 378,578 233,796 340,133 Guarantee deposits paid to suppliers 6,197 6,073 Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA 2,957 3,101 Technical provisions for claims attributable to reinsurers Other receivables 8,333 81 1,326 - 838,076 838,744 Tax assets Total Trade receivables are described in note 12. The long-term portion of receivables due from staff under fixed-term contracts settlements consists of salaries and the relevant contributions to be recovered following the agreements of 13 January 2006, 10 July 2008 and 27 July 2010 between Poste Italiane SpA and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. As shown in the following table, at 31 December 2010 these receivables regard the total residual present value of amounts due from staff and the pension fund, IPOST, totalling 293,416 thousand euros (after provisions for doubtful debts). Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2030. Under an agreement reached with IPOST on 23 December 2009, contributions relating to the agreements of 2006 and 2008 are to be recovered in straight-line six-monthly instalments, the last of which is due in 2014. 10.2 - Receivables from fixed-term contracts settlements Balance at 31 December 2010 Item Receivables due from staff under agreement of 2006(1) due from staff under agreement of 2008(2) due from staff under agreement of 2010(3) due from IPOST(4) Provisions for doubtful debts Total Non-current assets Current assets 32,672 Balance at 31 December 2009 Total Face value Non-current assets Current assets Total Face value 14,397 47,069 52,203 43,758 16,375 60,133 66,974 122,569 28,477 151,046 178,534 140,843 38,923 179,766 213,159 33,029 39,266 (2,189) 11,352 13,843 - 44,381 53,109 (2,189) 56,515 55,372 - 51,384 (2,189) 13,843 - 65,227 (2,189) 69,215 - 225,347 68,069 293,416 233,796 69,141 302,937 Discounted on the basis of the forward interest rate curve for government securities in issue at 30 June 2006. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2008 in the case of individual agreements entered into in 2008, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2009 for individual agreements entered into in the first half of 2009. (3) Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2010. (4) Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. (1) (2) Poste Italiane | Annual Report Notes to the consolidated financial statements 165 The current portion of 68,069 thousand euros is accounted for in Other current receivables and assets (note 13). Prepaid taxes include 378,300 thousand euros relating to a total receivable of 483,562 thousand euros (including 105,262 thousand euros accounted for in Current assets, as described in note 13.1), representing advance payment by Poste Vita SpA of withholding tax and substitute tax on capital gains on life assurance policies for the years 2006 to 2010. Of this amount, the sum of 147,220 thousand euros, calculated on the basis of provisions at 31 December 2010, regards the amount still to be paid and accounted for in Other tax liabilities (note 26.4). 11 - INVENTORIES Net Inventories break down as follows: 11.1 - Inventories Item Balance at 31 December 2010 Balance at 31 December 2009 Increase/(Decrease) Work in progress, semi-finished and finished goods and goods for resale 21,131 23,940 (2,809) Properties held for sale 11,923 11,680 243 Raw, ancillary and consumable materials 11,136 8,888 2,248 8,087 8,087 - Contract work in progress Accumulated impairments of contract work in progress (8,087) - (8,087) Total 44,190 52,595 (8,405) Work in progress, semi-finished and finished goods and goods for resale primarily refer to stocks of goods to be sold by PosteShop SpA, which are primarily held in stock at post offices, and stationary and forms used in the Postel Group’s eprocurement activities. Properties held for sale regard a number of properties in EGI SpA portfolio that are to be sold. The fair value of these properties at 31 December 2010 amounts to approximately 82 million euros. Raw, ancillary and consumable materials primarily include the materials used by the Postel Group for printing and enveloping, and the SIM cards and scratch cards used by PosteMobile SpA and mainly held in stock at post offices. Work in progress refers to the interests of Postel SpA and its subsidiary, Postel do Brasil Ltda, in the long-term contract for the sale by the investee company, BRPOSTAL consortium, which was wound up in 2010, of an integrated hybrid e-mail platform in Brazil. During the year under review the process of liquidating Postel do Brasil Ltda was begun and the value of the related provisions for contract risks (note 22.2) made in 2007 was reclassified as an adjustment of inventories. Consolidated financial statements 166 12 - TRADE RECEIVABLES Trade receivables break down as follows: 12.1 - Trade receivables 31 December 2010 Item Customers Parents Subsidiaries Joint ventures Associates Prepayments to suppliers Non-current assets 216,583 - Current assets 2,734,234 1,171,053 3,261 3,422 3,084 346 216,583 3,915,400 Total 31 December 2009 Total 2,950,817 1,171,053 3,261 3,422 3,084 346 Non-current assets 254,315 - Current assets 3,044,101 1,124,197 4,691 2,154 2,749 60 Total 3,298,416 1,124,197 4,691 2,154 2,749 60 4,131,983 254,315 4,177,952 4,432,267 Total 1,114,500 842,556 Non-current assets 254,315 - CUSTOMERS This item breaks down as follows: 12.2 - Customers 31 December 2010 Item Ministries and Public Sector entities Cassa Depositi e Prestiti Unfranked mail delivered on behalf of third parties and other value added services BancoPosta services Overseas correspondents Parcel, express courier and express parcel services Users of telegraphic services Property management Other trade receivables Provisions for doubtful debts Total Non-current assets 216,583 - Current assets 897,917 842,556 31 December 2009 Current assets 1,042,314 938,601 Total 1,296,629 938,601 - 419,402 419,402 - 434,946 434,946 - 256,181 184,210 256,181 184,210 - 285,276 232,337 285,276 232,337 - 150,791 45,131 7,875 204,879 (274,708) 150,791 45,131 7,875 204,879 (274,708) - 146,672 45,252 21,090 162,813 (265,200) 146,672 45,252 21,090 162,813 (265,200) 216,583 2,734,234 2,950,817 254,315 3,044,101 3,298,416 Ministries and Public Sector entities These items primarily regard amounts due from the following entities: • Cabinet Office - Publishing Department: 568,709 thousand euros due to the Parent Company, corresponding to a face value of 606,125 thousand euros, relating to publisher tariff subsidies for the financial years from 2001 to 2010. The receivable is accounted for at its present value to take account of the time it is expected to take to collect the amount due in accordance with the regulations in force and the information available. For this reason, the sum of 216,583 thousand euros (corresponding to a face value of 253,999 thousand euros) is classified in Other non-current assets (note 10.1); • 83,207 thousand euros due from INPS and INAIL, including 73,265 thousand euros due for the payment of pensions by Poste Italiane | Annual Report Notes to the consolidated financial statements 167 the Parent Company and 6,163 thousand euros due to the subsidiary Poste Link Scrl for the Contact Centre service; • 61,114 thousand euros due to the Parent Company from the Ministry of Internal Affairs, including 37,948 thousand euros for integrated notification services and 23,166 thousand euros as payment for the franking of mail on credit; • 60,203 thousand euros due to the Parent Company from the Ministry for Economic Development, including 54,445 thousand euros as reimbursement of the costs associated with the management of property, vehicles and security (including 3,211 thousand euros in amounts accrued during the year); • 44,161 thousand euros due to the Parent Company from the Ministry of Justice, primarily for the delivery of administrative notices (22,232 thousand euros) and for the payment service for legal system expenses (19,229 thousand euros); • 39,814 thousand euros due to the Parent Company from the tax authorities, primarily deriving from the postage of unfranked mail (19,890 thousand euros), integrated mail services (9,321 thousand euros), the payment of tax rebates (3,604 thousand euros) and the collection of tax returns (3,362 thousand euros); • 25,266 thousand euros due to the Parent Company from the Municipality of Rome, primarily in relation to the delivery of administrative notices; • 23,497 thousand euros due to the Parent Company from Lazio Regional Authority, primarily for the delivery of administrative notices; • 20,582 thousand euros due from the Municipality of Milan to the Parent Company, primarily for the delivery of administrative notices. Cassa Depositi e Prestiti This item includes 822,000 thousand euros in fees and commissions collected in February 2011 in relation to the management of postal savings accounts in 2010, with the remainder regarding previous years. Unfranked mail delivered on behalf of third parties and other value added services 292,410 thousand euros of this item regards receivables deriving from the Bulk Mail service and other value added services, whilst a further 126,992 thousand euros regards receivables deriving from the delivery of unfranked mail on behalf of third parties. BancoPosta services These receivables primarily regard: • amounts due from current account holders in the form of accrued fees and charges, totalling 143,989 thousand euros; • amounts due on insurance and banking services, on personal loans, on overdrafts and on mortgages sold on behalf of third parties, totalling 91,317 thousand euros. Overseas correspondents This item includes 183,664 thousand euros regarding postal services carried out by the Parent Company for overseas postal operators, and 546 thousand euros relating to international telegraphic services. Parcel, express courier and express parcel services These receivables refer to services provided by the subsidiary, SDA Express Courier SpA, and to the mailing of parcels by the Parent Company. Consolidated financial statements 168 Users of telegraphic services These receivables regard telegrams ordered by telephone (34,542 thousand euros) and other telegraphic services (10,589 thousand euros). Other trade receivables Other trade receivables primarily include the following items relating to the Parent Company: • receivables deriving from unfranked mail on own behalf (50,331 thousand euros); • receivables deriving from the distribution of telephone directories (9,706 thousand euros). Provisions for doubtful debts Changes in Provisions for doubtful debts are as follows: 12.3 - Changes in Provisions for doubtful debts Balance at 1 Jan 2009 6,646 175,411 93,650 Net provisions 1,613 (23,558) 5,368 Deferred revenues 3,213 970 Uses (1,426) (2,423) Balance at 31 Dec 2009 8,259 153,640 97,565 Net provisions 1,922 6,609 8,328 Deferred revenues 3,213 570 Uses (14) (10,398) (2,535) Balance at 31 Dec 2010 10,167 153,064 103,928 For overdue interest 275,707 4,904 (16,577) 2,861 4,183 - (3,849) (2,029) 259,464 5,736 16,859 3,542 3,783 0 (12,947) (1,729) 267,159 7,549 Total 280,611 (13,716) 4,183 (5,878) 265,200 20,401 3,783 (14,676) 274,708 Item Overseas postal operators Public Sector entities Private customers Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs (note 37.1), or, if referring to receivables accruing during the year, via deferral of the related revenues. Provisions regarding amounts due from Public Sector entities regard amounts that may not be recoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. PARENTS Amounts receivable regard trade receivables due to the Parent Company from the Ministry of the Economy and Finance. The following table shows a breakdown: 12.4 - Receivables due from parents Item Universal Service Remuneration of current account deposits Publisher tariff and electoral subsidies Payment for delegated services Payment for distribution of euro coins Other Provisions for doubtful debts due from parents Total Poste Italiane | Annual Report Balance at 31 December 2010 Balance at 31 December 2009 854,330 185,217 155,758 36,322 6,026 6,255 (72,855) 841,503 201,778 109,064 36,322 6,026 6,734 (77,230) 1,171,053 1,124,197 Notes to the consolidated financial statements 169 Universal Service subsidies include 364,463 thousand euros representing the amount accruing in 2010, 371,830 thousand euros in amounts accrued in 2009, 32,011 thousand euros in amounts accrued in 2008 and 33,642, 43,721 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. Following the signature and publication in the Official Gazette of the addendum to the Contratto di Programma 2006-2008 (the Planning Agreement for the period 20062008), entered into by Poste Italiane SpA, the MEF and the Ministry for Economic Development, on 16 July 2010, it is now possible to collect 352 million euros. The remuneration of current account deposits refers entirely to amounts accruing in 2010 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Electoral subsidies include 66,794 thousand euros accruing in 2010, with the remainder attributable to previous years. At 31 December 2010 almost all these receivables have not been budgeted for by the Government. Payments for delegated services regard fees for treasury services carried out on behalf of the State under the recently renewed Agreement with the MEF. 28,350 thousand euros regards amounts accruing in 2010, with 7,972 thousand euros regarding the residual amount due for 2008 and 2007. Payment due for the distribution of euro coins includes 6,026 thousand euros for the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. At 31 December 2010 these receivables have not been budgeted for by the Government. Other receivables primarily refer to the transport and franking of mail on credit and services linked to the “Social Card”. 12.5 - Changes in provisions for doubtful debts due from parents Balance at 1 January 2009 Provisions Provisions for doubtful debts 54,019 23,211 Deferred revenues Uses Balance at 31 December 2009 Provisions Deferred revenues - - 77,230 (4,375) - Balance at Uses 31 December 2010 - 72,855 Provisions for doubtful debts due from parents take account, overall, of the potential impact of legislation and other policies regarding the government’s management of the public finances, which could make it difficult to collect receivables recognised on the basis of legislation, contracts and agreements in force at the time of recognition. The provisions reflect the best estimate of unrecoverable amounts, in view of the fact that these receivables have not been budgeted for by the Government, and have been based on the related financial impact. A portion of these provisions was released to the income statement in 2010 following the collection of amounts previously deemed unlikely to be recovered. SUBSIDIARIES Trade receivables due from unconsolidated subsidiaries are as follows: 12.6 - Receivables due from subsidiaries Name Balance at 31 December 2010 Balance at 31 December 2009 Poste Tributi ScpA Docutel SpA Kipoint SpA Address Software Srl Consorzio Poste Contact Poste Assicura SpA Poste Voice SpA 2,421 495 289 56 - 1,568 1,535 144 982 364 98 Total 3,261 4,691 Consolidated financial statements 170 JOINT VENTURES This item amounts to 3,422 thousand euros (2,154 thousand euros at 31 December 2009) and includes the portion of a receivable due from Italia Logistrica Srl not accounted for using proportionate consolidation. ASSOCIATES This item amounts to 3,084 thousand euros (2,749 thousand euros at 31 December 2009) and primarily includes amounts due from minor companies owned by SDA Express Courier SpA. 13 - OTHER CURRENT RECEIVABLES AND ASSETS This item breaks down as follows: 13.1 - Other current receivables and assets Item Balance at 31 December 2010 Balance at 31 December 2009 Prepaid taxes 368,347 274,901 Receivables due from others 346,932 353,033 (129,395) (131,566) Provisions for doubtful debts due from others Other amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions Total 34 49 17,316 9,921 603,234 506,338 PREPAID TAXES These primarily include 249,297 thousand euros in advances that the Parent Company has paid to the tax authorities, including 214,905 thousand euros in stamp duty to be paid in virtual form in 2011, and 34,392 thousand euros as withholding tax on interest paid to current account holders for 2010. A further 105,262 thousand euros regards tax credits attributable to Poste Vita SpA, as described in note10.1. RECEIVABLES DUE FROM OTHERS These primarily regard: • 76,770 thousand euros (92,379 thousand euros at 31 December 2009) payable to BancoPosta by the heirs of INPS and INPDAP pensioners, following the collection of pension payments after the death of the pensioners concerned; • 68,069 thousand euros (69,141 thousand euros at 31 December 2009) relating to the current portion of the receivable described in note 10.2 relating to pay and contributions and due from staff previously employed on fixed-term contracts, who have been subsequently re-employed after acceptance of the union agreements of 13 January 2006, 10 July 2008 and 27 July 2010; • 62,003 thousand euros deriving from the recharging of third-party postal current account holders of stamp duty paid by the Parent Company in virtual form in accordance with existing legislation (63,158 thousand euros at 31 December 2009); • amounts to be recovered by BancoPosta from the holders of postal savings books, totalling 13,816 thousand euros (14,929 thousand euros at 31 December 2009), due to transactions in the process of being settled; Poste Italiane | Annual Report Notes to the consolidated financial statements 171 • 13,079 thousand euros in amounts stolen from the Parent Company in December 2007 as a result of an attempted fraud. This amount is currently held by an overseas bank and may only be recovered once completion of the necessary legal formalities enables it to be released and returned to Poste Italiane SpA. The estimated time it will take to collect this receivable and the political risks linked to the country in which the depositary bank is based were taken into account when updating provisions for doubtful debts at 31 December 2010; • 11,231 thousand euros (12,327 thousand euros at 31 December 2009) due from ministries and Public Sector entities in the form of pay and contributions for personnel seconded to them by Poste Italiane SpA. PROVISIONS FOR DOUBTUL DEBTS DUE FROM OTHERS Changes in provisions for doubtful debts are as follows: 13.2 - Changes in provisions for doubtful debts due from others Balance at Net Item 1 January 2009 provisions Sundry receivables attributable to BancoPosta 86,104 21,374 Public Sector entities for sundry services 13,546 (2,095) Other 11,923 902 Total 111,573 20,181 Uses Balance at 31 Dec 2009 Net provisions Balance at Uses 31 Dec 2010 (171) (17) 107,307 11,451 12,808 (16,669) (984) 15,534 (52) - 90,586 10,467 28,342 (188) 131,566 (2,119) (52) 129,395 Provisions for sundry receivables attributable to BancoPosta regard amounts that the Group is expected to have difficulty in recovering from private customers for transactions to be settled. 21,577 thousand euros of these provisions was released to the income statement in 2010 following the collection of amounts previously deemed unlikely to be recovered and the settlement of other doubtful accounts. Provisions for amounts due from Public Sector entities regard accrued payments for the Parent Company’s staff seconded to ministries and Public Sector entities. A portion of these provisions was released to the income statement in 2010, following the collection of certain items previously deemed unlikely to be recovered. 14 - ASSETS AND LIABILITIES ATTRIBUTABLE TO BANCOPOSTA These items refer to the balances of financial transactions carried out by the Parent Company pursuant to Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the BancoPosta name, but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation. The transactions also regard the management of collections and payments in the name and on behalf of third parties. These include the collection of postal savings (savings books and savings certificates), carried out on behalf of Cassa Depositi e Prestiti and the MEF, and services delegated by Public Sector entities. Among other things, these transactions involve the use of cash advances from the Italian Treasury and the recognition of receivables awaiting financial settlement. The specific agreement with the MEF, which was renewed by Ministerial Decree on 18 June 2009, was valid until 31 December 2010 and is in the process of being renewed. This agreement requires BancoPosta to provide daily statements of all cash flows, with a delay of one bank working day with respect to the transaction date. The liquidity deriving from current account deposits by Public Sector entities must be invested with the MEF and is remunerated at a floating rate in accordance with the specific agreement with the MEF approved by Ministerial Decree on 7 April 2009, which was valid until 31 December 2010 and is in the process of being renewed. This agreement applies the European Commission’s Decision of 16 July 2008. Consolidated financial statements 172 In compliance with the 2007 Budget Law, with effect from 2007 the Parent Company is required to invest the funds raised from deposits paid into postal current accounts by private customers in euro area government securities. The above agreement with the MEF for treasury services, which was renewed on 18 June 2009, has confirmed that a limited portion of the funds deriving from deposits paid into postal current accounts by private customers may be invested in a specific account held at the MEF (the so-called Buffer Account). This is done with the aim of ensuring a certain flexibility with regard to investments in view of daily movements in amounts payable to current account holders. These deposits are remunerated at a rate equal to the average yield on Short-term Italian Treasury Certificates (BOT) in the relevant six-month period. ASSETS ATTRIBUTABLE TO BANCOPOSTA These assets are shown less the Group’s liquidity (note 14.7) and include: 14.1 - Assets attributable to BancoPosta Item Balance at 31 December 2010 Balance at 31 December 2009 29,303,781 88,205 7,014,078 1,188,592 548,717 2,351,245 40,494,618 28,458,973 40,969 8,320,632 839,808 706,910 2,660,696 41,027,988 (840,624) (1,515,829) 39,653,994 39,512,159 Investments in securities Derivative financial instruments Amounts due from the MEF Amounts due from the Italian Treasury Other receivables Cash Total assets attributable to BancoPosta Poste Italiane SpA's own liquidity held in postal current accounts Total Investments in securities This item regards investments in fixed income euro area government securities with a face value of 29,027,000 thousand euros, including 28,936,000 thousand euros invested in Italian government bonds and 91,000 thousand euros invested in BTAN (Bon du Trésor à Taux Fixe et à Intéret Annuel) issued by the French government. Investments break down as follows: 14.2 - Investments in securities Maturing Securities Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) Balance at 31 December 2009 Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) Balance at 31 December 2010 Poste Italiane | Annual Report within 12 months 1,320,679 1,322,486 104,021 2,747,186 1,593,460 764,258 2,357,718 between 2 and 5 years 5,423,361 5,777,388 11,200,749 5,024,525 2,183,221 7,207,746 over 5 years 6,543,072 7,967,966 14,511,038 8,150,228 11,588,089 19,738,317 Total 13,287,112 15,067,840 104,021 28,458,973 14,768,213 14,535,568 29,303,781 Face value 13,114,650 14,092,700 100,000 27,307,350 14,509,650 14,517,350 29,027,000 Notes to the consolidated financial statements 173 The composition of this portfolio aims to replicate the financial structure of deposits paid into postal current accounts by private customers. Trend analysis for forecasting and prudential purposes is based on appropriate statistical models developed by a leading market player. An Asset & Liability Management system has been created to manage the match between customer deposits and investments. During the year under review, based on experience over the last three years, the Parent Company updated the replication model for deposits and began the process of bringing investment portfolio maturities into line with the new model. Changes in investments in securities in 2009 and 2010 are as follows: 14.3 - Changes in investments in securities HTM Securities Face value AFS Carrying amount Face value FVPL Fair value Face value Face value Carrying amount 12,993,663 1,150,000 1,145,600 26,300,000 4,299,497 2,923,750 2,928,565 10,353,350 (1,883,985) (3,773,750) (3,770,351) (6,934,750) (911,250) (200,000) (200,000) (2,411,250) (15,778) - 26,765,256 10,509,174 (7,022,191) (2,411,250) 16,433 Balance at 31 December 2008 12,519,800 Purchases 3,220,850 Sales (1,326,000) Redemptions (1,300,000) Transfers to Equity reserves Increase/(Decrease) in accrued income Changes in amortised cost Changes in fair value through PL Changes in fair value through Equity - 12,625,993 12,630,200 3,281,112 4,208,750 (1,367,855) (1,835,000) (1,300,000) (911,250) 32,211 - Balance at 31 December 2009 13,114,650 Purchases 2,695,000 Sales (150,000) Redemptions (1,150,000) Transfers to Equity reserves Increase/(Decrease) in accrued income Changes in amortised cost Changes in fair value through PL Changes in fair value through Equity - 13,287,112 14,092,700 2,814,133 6,967,000 (154,059) (5,707,350) (1,150,000) (835,000) (17,857) - 17,645 9,912 (24,694) (854,472) - Balance at 31 December 2010 14,768,213 14,517,350 14,535,568 - 14,509,650 11,760 3,891 - (5,029) (6,087) - - Total (717) 34,430 551,980 - Fair value 325 (118) - - 11,368 38,321 (118) 551,980 15,067,840 100,000 104,021 27,307,350 7,196,615 1,911,000 1,921,109 11,573,000 (5,814,550) (2,011,000) (2,025,807) (7,868,350) (835,000) - (1,985,000) (227,728) - 28,458,973 11,931,857 (7,994,416) (1,985,000) (245,585) 677 - - 13,293 3,825 (24,694) (854,472) - 29,027,000 29,303,781 At 31 December 2010 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 14,774,542 thousand euros (including 227,567 thousand euros in accrued daily interest payments). The fair value of the available-for-sale portfolio is 14,535,568 thousand euros (including 215,080 thousand euros in accrued daily interest payments). A notional amount of 400,000 thousand euros regards restricted investments in securities used as collateral for repurchase agreements (note 14.7). The overall fair value loss of 879,166 thousand euros for the year is recognised in the relevant Equity reserve, consisting of a loss of 854,472 thousand euros relating to the portion of the portfolio not covered by fair value hedges, and in the income statement, represented by a loss of 24,694 thousand euros relating to the hedged portion. The deterioration reported reflects the downgrade of the Italian Government’s credit rating. The following changes in securities held for trading at fair value through profit or loss took place during the year. These transactions were executed with the primary aim of investing temporary spikes in deposits. In particular: • spot purchases with a face value of 1,820,000 thousand euros were settled; • sales of securities with a face value of 1,920,000 thousand euros were settled, including 1,270,000 thousand euros in spot transactions, 100,000 thousand euros in forward transactions executed in 2009, and 550,000 thousand euros in forward transactions executed in 2010; Consolidated financial statements 174 • the notional value of forward purchases of securities with a face value of 91,000 thousand euros has been recognised; these were subsequently sold on the same terms in response to changed market conditions, in the belief that it was appropriate to proceed with their substitution. Derivative financial instruments Changes in Derivative financial instruments during the year are as follows: 14.4 - Changes in Derivative financial instruments Cash flow hedges Forward purchases notional fair value Balance at 1 January 2009 958,750 50,570 Fair value hedges Asset swaps notional fair value FVPL Asset swaps notional fair value 1,674,950 3,957 - - Forward purchases notional fair value - - Forward sales notional fair value 1,450,000 (2,080) Total notional fair value 4,083,700 52,447 - - Discontinued CFHs (958,750) (50,570) - - 958,750 50,570 - - Increases/(Decreases)(*) 2,802,850 49,854 2,458,750 (50,431) - - - 9,316 2,273,750 (27,826) Gains/(Losses) through profit or loss(**) - 7,520 - (16,776) - - - - - - (2,224,850) (16,405) (1,515,000) (29,825) - - (958,750) (59,886) (3,623,750) 29,899 (8,322,350) (76,217) (93,075) - - - - 100,000 (7) 3,296,700 (52,113) Transactions settled (***) Balance at 31 December 2009 578,000 40,969 Discontinued CFHs 2,618,700 (91,000) (6,941) - - - - 91,000 6,941 - - Increases/(Decreases)(*) 1,820,000 2,802 450,000 83,259 2,950,000 15,904 - 2,286 541,000 (2,543) Gains/(Losses) through profit or loss(**) - - - - - (24) - - - - (1,587,000) (50,530) (994,950) 2,476 - 2,864 (91,000) (9,227) (641,000) 2,550 Balance at 31 December 2010 720,000 (13,700) 2,073,750 (7,340) 2,950,000 18,744 - - - - Transactions settled (***) 7,535,350 (19,087) - - (9,256) - 5,761,000 101,708 - (24) (3,313,950) (51,867) 5,743,750 (2,296) 88,205 including: Derivative assets 100,000 225 400,000 25,956 1,100,000 62,024 - - - - 1,600,000 Derivative liabilities 620,000 (13,925) 1,673,750 (33,296) 1,850,000 (43,280) - - - - 4,143,750 (90,501) (*) Increases /(Decreases) refer to the notional value of new transactions and changes in the fair value of the overall portfolio during the period. (**) Gains and losses through profit or loss refer to any ineffective components of hedges, recognised in Other income and Other expenses from financial activities. Transactions settled include forward transactions settled, accrued differentials and the extinguishment of asset swaps linked to securities sold. (***) During year under review the Parent Company carried out the following transactions in relation to cash flow hedges: • the extinguishment of forward purchases outstanding at 31 December 2009 with a notional value of 91,000 thousand euros, and resulting from discontinued22 cash flow hedges, with reclassification of the hedges to derivative financial instruments at fair value through profit and loss (note 14.3); • the settlement of outstanding forward purchases at 31 December 2009 with a notional value of 487,000 thousand euros; • the execution of new forward purchase agreements with a notional value of 1,820,000 thousand euros (so-called cash flow hedges of forecast transactions), including 1,100,000 thousand euros already settled at 31 December 2010; • the execution of asset swaps on securities purchased during the period and with a notional value of 450,000 thousand euros, and the extinction of asset swaps on securities sold, which were already protected by cash flow hedges, with a notional value of 994,950 thousand euros; as a result of these transactions, at 31 December 2010 the Parent Company reports outstanding assets swaps with a total notional value of 2,073,750 thousand euros, with which it has purchased a fixed rate of 5.19% (the weighted average of the rates provided for in the contracts) and sold a floating rate on BTPs (Italian Long-term Treasury Certificates) indexed to inflation (BTP€i). 22. Cessation of the application of hedge accounting following a decision by management, or due to the early sale or extinguishment of the hedged or hedging instrument, and the consequent application of a different accounting treatment, as required by the relevant IFRS. Poste Italiane | Annual Report Notes to the consolidated financial statements 175 These instruments recorded an overall fair value gain of 86,061 thousand euros during the year, which is reflected in the Cash flow hedge reserve. During 2010 the Parent Company also executed fair value hedges to limit exposure to the price volatility of certain investments in available-for-sale fixed income instruments. These instruments are long-term in nature or designed to provide portfolio flexibility. These transactions include interest rate swaps with a total notional value of 2,950,000 thousand euros, including 500,000 thousand euros to be activated immediately, 450,000 thousand euros to be activated in 2015, 500,000 thousand euros to be activated in 2016 and 1,500,000 thousand euros to be activated in 2020. The swaps have enabled the Parent Company to purchase a suitable floating rate and sell the fixed rate applicable to the relevant BTPs. As a result of fluctuations in market rates, these instruments have undergone an overall net fair value gain of 15,904 thousand euros, whilst the hedged securities (note 14.3) have recorded a fair value loss of 24,694 thousand euros. The difference of 8,790 thousand euros is due to paid or maturing differentials. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, in addition to the above discontinued hedges, carried out via forward sales, forward sales with a total notional value of 641,000 thousand euros were settled during the year (including 100,000 thousand euros outstanding at 31 December 2009). These instruments regard the investment of temporary spikes in deposits. Amounts due from the MEF This item includes liquidity, amounting to 6,173,454 thousand euros (6,804,803 thousand euros at 31 December 2009), deriving from the postal current account deposits of Public Sector entities transferred to the parent under the restriction established by the Regent’s Decree 822 of 22 November 1945. It also includes 840,624 thousand euros (1,515,829 thousand euros at 31 December 2009) in deposits (the so-called Buffer Account) provided for in the above change to the Agreement with the MEF approved by the Ministerial Decree of 14 December 2007. Amounts due from the Italian Treasury This item breaks down as follows: 14.5 - Amounts receivable from/(payable to) the Italian Treasury Item Balance at 31 December 2010 Balance at 31 December 2009 1,186,508 (679,417) 882,544 (729,443) 507,091 16 681,485 153,101 29 686,678 1,188,592 839,808 Amounts receivable from the Italian Treasury MEF postal current accounts and other payables Subtotal Ministry of Justice Ministry of the Economy and Finance Total The net balance of amounts payable to and receivable from the Italian Treasury is represented by advances from the MEF to meet the cash requirements of post offices, less transfers of deposits and any excess liquidity by the Parent Company. At 31 December 2010 this item was in credit. Consolidated financial statements 176 Other receivables Other receivables primarily relate to bank and postal cheques and bankers’ drafts (286,189 thousand euros), and amounts due from customers in the form of withdrawals from ATMs yet to be registered on their accounts (94,291 thousand euros). Cash attributable to BancoPosta 14.6 - Cash Item Balance at 31 December 2010 Balance at 31 December 2009 Cash in hand Cheques Bank deposits 2,314,930 50 36,265 2,627,251 124 33,321 Total 2,351,245 2,660,696 Cash essentially regards cash in hand held at post offices and by companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury. LIABILITIES ATTRIBUTABLE TO BANCOPOSTA Liabilities attributable to BancoPosta are accounted for after deducting the Group’s liquidity held in postal current accounts in the names of consolidated companies. These liabilities break down as follows: 14.7 - Liabilities attributable to BancoPosta Item Payables deriving from postal current accounts Repurchase agreements Balance of cash flows from management of postal savings Derivative financial instruments Other payables Total liabilities attributable to BancoPosta Amounts payable to consolidated companies for postal current accounts Note [14.4] Total Balance at 31 December 2010 Balance at 31 December 2009 39,476,478 389,212 73,403 90,501 287,484 40,317,078 39,469,143 70,766 93,082 290,904 39,923,895 (2,506,216) (2,205,574) 37,810,862 37,718,321 Payables deriving from postal current accounts These payables regard amounts due to Poste Italiane group companies, totalling 255,778 thousand euros (96,882 thousand euros at 31 December 2009). This includes 170,579 thousand euros deposited in postal current accounts by Poste Vita SpA (23,880 thousand euros at 31 December 2009). The balance includes a payable of 200,000 thousand euros relating to a time deposit made by a private customer and maturing by the end of 2011. Repurchase agreements In 2010 the Parent Company executed twenty-six repurchase agreements with prime financial counterparties. These transactions, amounting to 2,432,161 thousand euros, were entered into to optimise investments with respect to short- Poste Italiane | Annual Report Notes to the consolidated financial statements 177 term movements in deposits. At 31 December 2010 five contracts with a total value of 389,212 thousand euros remain outstanding. They are due to mature by the end of January 2011. Balance of cash flows from management of postal savings This item represents the balance of deposits less withdrawals during the last day of 2010 and cleared on the first day of the subsequent year. The balance at 31 December 2010 consists of 109,428 thousand euros payable to Cassa Depositi e Prestiti (86,936 thousand euros at 31 December 2009) and a receivable due from the MEF for issues falling within its competence, totalling 36,025 thousand euros (16,170 thousand euros at 31 December 2009). Other payables Other payables primarily regard 178,982 thousand euros in cheques presented for payment into postal savings books (215,104 thousand euros al 31 December 2009). Amounts payable to consolidated companies for postal current accounts At 31 December 2010 the Group’s liquidity held in postal current accounts to be deducted from BancoPosta’s liabilities amounts to 2,506,216 thousand euros. This amount is normally represented by demand deposits with the MEF held in the so-called Buffer Account, totalling 840,624 thousand euros (note 14.1), and investments in securities, totalling 1,665,592 thousand euros, deriving from deposits in the form of financial instruments not subject to investment restrictions (note 24.5). 15 - CASH AND CASH EQUIVALENTS This item breaks down as follows: 15.1 - Cash and cash equivalents Item Bank and postal deposits Cash in hand Postal deposits invested in Assets attributable to BancoPosta Total Consolidated financial statements Balance at 31 December 2010 2,745,331 13,406 Balance at 31 December 2009 2,715,535 12,993 2,758,737 2,728,528 (1,665,592) (689,745) 1,093,145 2,038,783 178 Deposits and cash in hand Cash belonging to the Parent Company and a number of subsidiaries is primarily deposited in postal current accounts. The Parent Company’s deposits earn returns based on the yield on short-term deposits with the MEF held in the so-called Buffer Account (note 14). Remuneration of these cash deposits is shown separately in Finance income (note 38.1), as opposed to revenue deriving from the investment of deposits from third parties (note 27.4). Bank and postal deposits include 26,647 thousand euros that has been frozen as a result of court orders relating to a number of legal actions of various nature. Postal deposits invested in Assets attributable to BancoPosta reflect the fact that, in compliance with the provisions of the 2007 Budget Law, funds deriving from deposits paid into postal current accounts by private customers, and therefore also the liquidity of Group companies held in postal current accounts (note 14.7), are invested in euro area government securities, which are accounted for in Assets attributable to BancoPosta (note 14.1). 16 - NON-CURRENT ASSETS HELD FOR SALE This item breaks down as follows: 16.1 - Non-current assets held for sale 2010 2009 2,687 (937) (465) 1,285 6,749 (2,118) (1,159) 3,472 Reclassifications of non-current assets(1) Disposals(2) Reclassification from provisions for other liabilities and charges Total changes 8,031 (3,734) 4,297 492 (2,679) (2,187) Balance at 31 December Cost Accumulated depreciation Impairments Carrying amount 9,753 (3,706) (465) 5,582 2,687 (937) (465) 1,285 Reclassifications(1) Cost Accumulated depreciation Impairments Total 12,997 (4,966) 8,031 1,681 (724) (465) 492 Disposals(2) Cost Accumulated depreciation Accumulated impairments Total (5,931) 2,197 (3,734) (5,743) 1,905 1,159 (2,679) Balance at 1 January Cost Accumulated depreciation Impairments Carrying amount Changes during the year These assets refer to industrial buildings belonging to the Parent Company for which the related sales process has been completed, and which are expected to fetch a total price of over 20 million euros. Recognition of this item has not resulted in charges recognised in the income statement. Poste Italiane | Annual Report Notes to the consolidated financial statements 179 17 - SHARE CAPITAL The share capital consists of 1,306,110,000 ordinary shares with a par value of 1 euro each owned by the sole shareholder, the Ministry of the Economy and Finance. In compliance with the Decree issued by the Ministry of the Economy and Finance on 30 November 2010, published in Official Gazette 293 of 16 December 2010, on 21 December 2010 the transfer of 457,138,500 Poste Italiane SpA ordinary shares, representing 35% of the Parent Company’s share capital, from Cassa Depositi e Prestiti to the MEF was completed. At 31 December 2010 all the shares in issue are fully subscribed and paid up. No preference shares have been issued and the Parent Company does not hold treasury shares. The following table shows a reconciliation of the Parent Company’s Equity and profit/(loss) for the year with the consolidated amounts: 17.1 - Reconciliation of Equity Equity 31 December 2010 Changes in equity 2010 Profit/(Loss) for 2010 Equity 31 December 2009 Changes in equity 2009 Profit/(Loss) for 2009 Equity 1 January 2009 3,613,225 (1,192,730) 729,035 4,076,920 251,272 736,660 3,088,988 839,717 - 205,040 634,677 - 134,925 499,752 714 - (490) 1,204 - 1,212 (8) (37,899) (18,022) - (19,877) (2,798) - (17,079) - Actuarial gains and losses on staff termination benefits of investee companies 1,179 986 - 193 797 - (604) (3,023) - 3,524 (6,547) - 17,493 (24,040) (31,020) (65,797) (12,837) 664 - 16,395 12,623 - (47,415) (78,420) (12,837) 664 - 2,152 2,256 - (49,567) (80,676) (12,837) 664 (1,893) - - (1,893) - - (1,893) 150,413 - 61,671 88,742 - - 88,742 - Amortisation until 1 Jan 2004/impairment of goodwill arising from consolidation (84,418) - (13,390) (71,028) - - (71,028) Financial Statements of Poste Italiane SpA - Undistributed profit/(loss) of investee companies - Investments accounted for using the equity method - Balance of FV and CFH reserves of investee companies - Fees to be amortised attributable to Poste Vita SpA and Poste Assicura SpA(*) - Effects of contributions and transfers of business units between Group companies SDA Express Courier SpA EGI SpA PostelPrint SpA PosteShop SpA - Effects of intercompany transactions - Elimination of adjustments to value of consolidated investments - Effect of tax consolidation arrangement 6,208 - 2,824 3,384 - 3,384 - - Other consolidation adjustments 7,832 - 689 7,143 - 5,908 1,235 4,383,065 (1,209,766) 1,017,921 4,574,910 249,271 903,990 3,421,649 13 - - 13 - - 13 Equity attributable to owners of the Parent - Minority interests (excluding profit/(loss)) - Minority interests in profit/(loss) Minority interests in equity Total consolidated equity (*) - - - - - - - 13 - - 13 - - 13 4,383,078 (1,209,766) 1,017,921 4,574,923 249,271 903,990 3,421,662 This adjustment regards deferment of fees payable for the distribution by Poste Vita SpA of Life products classified as investment contracts and Non-life products and by Poste Assicura SpA of Non-life products. As distribution takes place via Poste Italiane SpA’s network, the deferment is eliminated. Consolidated financial statements 180 18 - SHAREHOLDER TRANSACTIONS The General Meeting of shareholders held on 15 June 2010 approved payment of dividends totalling 500,000 thousand euros (based on a dividend per share of 0.38 euros). 19 - EARNINGS PER SHARE The calculation of basic and diluted earnings per share (EPS) is based on the Group’s profit for the year. The denominator used in the calculation of both basic and diluted EPS is represented by the number of the Parent Company’s shares in issue, given that no financial instruments with potentially dilutive effects have been issued at 31 December 2010 or 31 December 2009. 20 - RESERVES Reserves break down as follows: 20.1 - Reserves Legal reserve Fair value reserve Cash flow hedge reserve Total Balance at 1 January 2009 Increases/(Decreases) in fair value during the period Tax effect of changes in fair value Transfers to profit or loss Tax effect of transfers to profit or loss Gains/(Losses) recognised directly in Equity Appropriation of remaining profit for 2008 112,311 36,040 270,619 566,332 (180,075) (32,651) 10,363 363,969 - (117,685) 3,701 (888) (6,409) 1,960 (1,636) - 265,245 570,033 (180,963) (39,060) 12,323 362,333 36,040 Balance at 31 December 2009 Increases/(Decreases) in fair value during the period Tax effect of changes in fair value Transfers to profit or loss Tax effect of transfers to profit or loss Gains/(Losses) recognised directly in Equity Appropriation of remaining profit for 2009 148,351 38,640 634,588 (896,610) 285,972 (339,167) 107,422 (842,383) - (119,321) 86,659 (27,609) 33,252 (10,598) 81,704 - 663,618 (809,951) 258,363 (305,915) 96,824 (760,679) 38,640 Balance at 31 December 2010 186,991 (207,795) (37,617) (58,421) The Fair value reserve regards changes in the fair value of Available-for-sale financial assets. During 2010 fair value losses totalling 896,610 thousand euros included: • 854,472 thousand euros relating to the net fair value loss on BancoPosta’s investments in securities described in note 14.3; • 42,138 thousand euros regarding the net fair value loss on investments described in note 9.4. The Cash flow hedge reserve, which substantially relates to the Parent Company, reflects changes in the fair value of the effective portion of cash flow hedges outstanding. During 2010 net fair value gains of 86,659 thousand euros reflected: • gains of 86,061 thousand euros on the value of derivative financial instruments described in note 14.4; • gains of 598 thousand euros on the value of derivative financial instruments described in note 9.6. Poste Italiane | Annual Report Notes to the consolidated financial statements 181 21 - TECHNICAL PROVISIONS FOR INSURANCE BUSINESS These provisions refer to obligations the subsidiary Poste Vita SpA has made to its policyholders, inclusive of deferred liabilities resulting from application of that the shadow accounting method. They break down as follows: 21.1 - Technical provisions for insurance business Balance at 31 December 2010 Balance at 31 December 2009 Mathematical provisions Outstanding claims provisions Technical provisions where investment risk is transferred to policyholders Other provisions for operating costs for deferred liabilities due to policyholders Technical provisions for claims 31,989,508 332,531 10,003,902 (600,732) 87,077 (687,809) 13,659 26,805,825 122,360 8,459,359 537,509 87,076 450,433 2,068 Total 41,738,868 35,927,121 Item Details of changes are shown in the table regarding Changes in technical provisions for insurance business and other claims expenses (note 32). 22 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 22.1 - Changes in provisions for liabilities and charges in 2009 Item Provisions for non-recurring charges Provisions for disputes with third parties Provisions for disputes with staff(1) Provisions for restructuring charges Provisions for invalidated postal savings certificates Provisions for taxation/social security contributions(2) Other provisions Total Overall analysis of provisions: - non-current portion - current portion (1) (2) Balance at 31 Dec 2008 153,780 273,239 626,643 - 1) Provisions(1) 55,058 39,083 252,689 115,000 Finance costs 1,229 - Released to (2) income 2) statement(2) (6,090) (27,627) (26,692) - Balance at 31 Dec 2009 127,075 183,603 642,232 115,000 19,448 - 571 - (555) 19,464 12,285 76,827 3,328 59,556 13 53 (2,988) (1,170) (1,093) 14,456 132,355 1,162,222 524,714 1,866 (63,397) (391,220) 1,234,185 339,486 822,736 335,201 898,984 1,162,222 1,234,185 Net provisions of 198,074 thousand euros for staff costs and 27,923 thousand euros for service costs (legal assistance). Including 121 thousand euros in tax liabilities for the year. Consolidated financial statements Uses3) (75,673) (102,321) (210,408) - 182 22.2 - Changes in provisions in 2010 Balance at Item 31 Dec 2009 Provisions for non-recurring charges 127,075 Provisions for disputes with third parties 183,603 Provisions for disputes with staff (1) 642,232 Provisions for staff costs Provisions for restructuring charges 115,000 Provisions to the Solidarity Fund Provisions for invalidated postal savings certificates 19,464 Provisions for taxation/social security contributions 14,456 Other provisions 132,355 Total Overall analysis of provisions: - non-current portion - current portion (1) 1,234,185 1) Provisions 50,865 116,395 76,610 166,702 58,706 24,979 494,257 Finance costs 557 518 12 21 1,108 Released to 2) income (2) statement2) (3,563) (17,499) (868) (28) (28,508) (50,466) Balance at Uses(3) 31 Dec 2010 (13,767) 160,610 (20,656) 262,400 (245,252) 472,722 166,702 (115,000) 58,706 (403) 19,579 (3,103) 11,337 (17,114) 111,733 (415,295) 1,263,789 335,201 898,984 422,235 841,554 1,234,185 1,263,789 Net provisions of 49,061 thousand euros for staff costs and 26,681 thousand euros for service costs (legal assistance). Provisions for non-recurring charges regard operating risks connected with the Group’s financial and insurance activities. Provisions for the period amount to 50,865 thousand euros and primarily regard estimated revisions of fees received for the distribution of financial products. The size of these fees depends on the behaviour of subscribers. Uses of 13,767 thousand euros refer to liabilities identified or settled during the year. The provisions are based on the present value of the identified liabilities. Provisions for disputes with third parties regard the present value of expected liabilities deriving from different types of legal and out-of-court dispute with suppliers and third parties, the related legal expenses, and penalties and indemnities payable to customers. Provisions for the year of 116,395 thousand euros reflect the estimated value of new liabilities measured on the basis of expected outcomes. A reduction of 17,499 thousand euros relates to the non-occurrence of liabilities identified in the past, a reduction of 12,569 thousand euros regards the value of disputes settled and a reduction of 8,087 thousand euros reflects the reclassification of provisions for contract risk to which the Postel Group was exposed in Brazil as an adjustment to assets (note 11). Provisions for disputes with staff regard liabilities that may arise following labour litigation and disputes of various types, but largely attributable to the Parent Company’s use of fixed-term employment contracts. Net provisions of 76,610 thousand euros regard an updated estimate of the Parent Company’s liabilities and the related legal expenses, taking account of both the overall value of negative outcomes (in terms of litigation and union agreements), and the application of Law 183 of 4 November 2010 (the so-called “Collegato lavoro”), which has introduced a cap on compensation payable to an employee in the event of “court-imposed conversion” of a fixed-term contract. Uses, amounting to 245,252 thousand euros, include amounts used to cover the cost of settling disputes, including 6,346 thousand euros in the form of asset seizures by the Parent Company’s creditors. Provisions are based on the present value of identified liabilities, which are believed to be short term. Provisions for staff costs refer to best estimates of liabilities relating to staff costs for the year under review, which are expected to be determined during 2011. Provisions for restructuring charges made in 2009, which regarded the estimated liabilities to be incurred by the Parent Company in the form of redundancy payments for at least three thousand staff, have been used in full. Provisions to the Solidarity Fund have been established following the agreement of 27 July 2010 between Poste Italiane SpA and the labour unions. The provisions have been made within the scope of the Fondo di Solidarietà (the Solidarity Fund established by Ministerial Decree 178/2005) to provide income support for qualifying employees who decide to take early retirement. At 31 December 2010 the provisions correspond to the present value of estimated liabilities amounting to a face Poste Italiane | Annual Report Notes to the consolidated financial statements 183 value of 62,898 thousand euros. These provisions are expected to be used progressively through to the first half of 2015. Provisions for invalidated postal savings certificates, relating to the Parent Company, have been made to cover the cost of redeeming invalidated certificates relating to specific issues. The provisions represent amounts recognised in revenue in the income statements of the Parent Company in the years in which the certificates became invalid. The provisions were made in response to the Parent Company’s decision to redeem such certificates even if invalidated. At 31 December 2010 the provisions represent the present value of total liabilities, based on a face value of 22,470 thousand euros, which are expected to be progressively paid off by 2023. The Parent Company redeemed certificates with a total face value of 403 thousand euros in 2010, and made provisions for finance costs totalling 518 thousand euros. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. The provisions decreased by 3,103 thousand euros following the settlement of a number of payables. The other provisions cover probable liabilities of various types, including: estimated liabilities deriving from the risk that specific legal actions to be undertaken in order to reverse seizures of the Parent Company’s assets may be unable to recover the related amounts; claims for rent arrears on properties used free of charge by Poste Italiane SpA; and claims for payment of accrued interest expense due to certain suppliers. Provisions for the year of 24,979 thousand euros primarily refer to the first type of liability. Uses of these provisions, totalling 17,114 thousand euros, are largely due to a deterioration in certain indicators used as the basis for the long-term business plans of Group companies, on which impairment testing of the relevant goodwill is based (note 7.6), for which provisions were made in 2009 (note 2.4). Surplus provisions made for this latter reason were released to the income statement in 2010. 23 - STAFF TERMINATION BENEFITS Following the reform of supplementary pension provision, from 1 January 2007 companies with over 50 employees must pay vested staff termination benefits into a supplementary pension fund or into a Treasury Fund set up by INPS (should the employee have exercised the specific option provided for by the new legislation). These benefits qualify as a defined contribution plan and thus represent an expense to be recognised at face value in staff costs. In the case of Group companies with over 50 employees, staff termination benefits vesting up to 31 December 2006 remain with the company and continue to represent accumulated liabilities qualifying as a defined benefit plan, for which actuarial calculation is necessary. A similar treatment is applied to vested staff termination benefits at Group companies with less than 50 employees. The following changes in staff termination benefits took place in 2010 and 2009: 23.1 - Changes in staff termination benefits 2010 Balance at 1 January current service cost interest component effect of actuarial gains/(losses) Provisions for the year Uses for the year Reduction due to fixed-term contracts settlement of 2010 Balance at 31 December Consolidated financial statements 2009 1,445,954 502 61,280 (70,003) 1,514,928 399 69,758 (50,766) (8,221) (111,746) (2,506) 19,391 (82,644) (5,721) 1,323,481 1,445,954 184 The current service cost is recognised in Staff costs (note 34.1), whilst the interest component is recognised in Finance costs (note 38.2). During 2010 net uses of provisions for staff termination benefits amounted to 111,746 thousand euros, represented by benefits paid, totalling 115,040 thousand euros, and substitute tax of 4,942 thousand euros, net of additions of 8,236 thousand euros regarding the transfer of provisions for disputes with staff formerly on fixed-term contracts who have been re-employed by the Parent Company. The main actuarial assumptions applied in calculating staff termination benefits are as follows: Discount rate Average staff turnover23 (summary data) 2010 2009 4.55% 1.08% 4.00% 0.49% Based on experience obtained since the date of transition to IAS/IFRS, a number of actuarial assumptions have been revisited, including annual staff turnover. This revision has not, however, resulted in significant changes to the liability in question. 24 - FINANCIAL LIABILITIES This item breaks down as follows: 24.1 - Financial liabilities 31 December 2010 Current liabilities 721,564 1,385,706 750,785 371,122 250,000 13,799 31 December 2009 Total Non-current liabilities Current liabilities Total 907,961 19,364 141,545 700,149 46,903 721,564 2,293,667 770,149 512,667 950,149 60,702 1,690,799 1,574,577 751,304 512,667 250,000 60,606 246,408 19,375 166,850 10,891 49,292 1,690,799 1,820,985 770,679 679,517 260,891 109,898 - 545 545 120 120 - 14,969 149 2,331 12,489 1,351 15,089 269 2,331 12,489 1,351 283,170 2,032,620 2,315,790 270,536 2,083,241 2,353,777 Amounts deriving from liability for robberies 156,801 3,698 160,499 156,801 7,803 164,604 Sundry financial liabilities 126,369 2,028,922 2,155,291 113,735 2,075,438 2,189,173 2,390,440 2,941,126 5,331,566 3,536,032 2,345,969 5,882,001 Item Non-current liabilities Financial liabilities at fair value Borrowings Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Financial liabilities due to subsidiaries Other financial liabilities Total 23. Frequency of early termination of employment due to resignations and dismissals. Poste Italiane | Annual Report Notes to the consolidated financial statements 185 FINANCIAL LIABILITIES AT FAIR VALUE Financial liabilities at fair value through profit or loss are linked to investment contracts issued by the insurance company, Poste Vita SpA. These liabilities have decreased following redemptions of 1,005,189 thousand euros, and have increased due to the change in fair value, amounting to 35,954 thousand euros (note 33.1). BORROWINGS Borrowings are unsecured and are not subject to financial covenants, requiring Group companies to comply with certain financial ratios, or maintain a certain level of rating. The bonds in issue and bank borrowings are subject to standard negative pledge clauses24. Bonds Bonds regard fixed rate bonds issued by the Parent Company, paying coupon interest of 5.25% and with a par value of 750 million euros. The bonds, which were issued in two tranches in 2002, are listed on the Luxembourg Stock Exchange and were placed in the form of a public offering to institutional investors. These 10-year bonds are to be redeemed in a lump sum in July 2012. The current portion of the loan represents accrued interest expense. The fair value of the bonds at 31 December 2010 is 780,953 thousand euros (780,825 thousand euros at 31 December 2009). Loans from Cassa Depositi e Prestiti This item refers to fixed rate loans issued to the Parent Company by Cassa Depositi e Prestiti. The laws authorising the expenditure financed by the loans also establish the methods of repayment, as shown in the following table. 24.2 - Loans from Cassa Depositi e Prestiti Loans to be repaid in full by Poste Italiane Legislation Loans with principal to be repaid by parent Loans with principal and interest to be repaid by parent(2) Total loans 6,756 Law 15/74 6,756 - - Law 34/74 138 - - 138 Law 227/75 (serv. acc.)(1) - 17,706 - 17,706 Law 39/82 (subsequent changes to PO services)(1) - 283,028 - 283,028 Law 887/84 - - 203,378 203,378 Law 41/86(1) - 1,661 - 1,661 6,894 302,395 203,378 512,667 (1) Total (1) (2) Loans to be repaid by the Ministry of the Economy and Finance (principal: 505,773 thousand euros). From 2001 interest was no longer paid by the Government but by Poste Italiane SpA. From 2006 interest has been paid to the Parent Company. The fair value of the loans is 524,854 thousand euros (711,212 thousand euros at 31 December 2009). The outstanding principal assigned by law to the Ministry of the Economy and Finance is offset by a receivable, accounted for in Financial assets, due from the parent. Collection of the amount receivable is linked to the repayment schedules for the loans (note 9.2). 24. A commitment given to creditors by which a borrower undertakes not to give senior security to other lenders ranking pari passu with the pre-existing creditors, unless the same degree of protection is offered to them also. Consolidated financial statements 186 Bank borrowings These items, which primarily regard the Parent Company, break down as follows: 24.3 - Bank borrowings 31 December 2010 Item Floating rate loan from DEPFA Bank maturing 30 Sept 2013 Repurchase agreements Short-term borrowings Current account overdrafts Accrued interest expense Total Non-current liabilities Current liabilities 250,000 250,000 31 December 2009 Total Non-current liabilities Current liabilities Total 386,482 300,000 12,193 1,474 250,000 386,482 300,000 12,193 1,474 250,000 - 10,144 747 250,000 10,144 747 700,149 950,149 250,000 10,891 260,891 The value of the above financial liabilities approximates to fair value. Outstanding repurchase agreements regard fixed income instruments with a notional value of 400,000 thousand euros (note 9.4) executed by the Parent Company during the year under review to optimise returns and meet temporary liquidity requirements. Drawdowns on the Group’s total committed and uncommitted lines of credit, totalling 1,299,091 thousand euros, amount to 312,193 thousand euros. The lines of credit are unsecured. Other borrowings This item regards: • 39,004 thousand euros in fixed rate loans issued to the Parent Company by CPG Società di Cartolarizzazione arl. The two loans, totalling 309,874 thousand euros, denominated “Logistics 2002” and “Layout 2002”, were sold without recourse by Cassa Depositi e Prestiti to CPG Società di Cartolarizzazione arl in 2003. These ten-year loans were used to finance certain projects. The fair value of these borrowings is 40,605 thousand euros (80,291 thousand euros at 31 December 2009); • 21,695 thousand euros (including 180 thousand euros in accrued interest) regards the outstanding principal due on financial liabilities due to suppliers of durable goods acquired under finance leases, with the right to acquire ownership at the end of the lease (notes 5 and 7). DERIVATIVE FINANCIAL INSTRUMENTS The change in this item during 2010 is described in note 9.6. FINANCIAL LIABILITIES DUE TO SUBSIDIARIES These liabilities regard intercompany current accounts paying interest at market rates with subsidiaries not consolidated on a line-by-line basis. Poste Italiane | Annual Report Notes to the consolidated financial statements 187 OTHER FINANCIAL LIABILITIES Amounts deriving from liability for robberies The Parent Company is liable to the Italian Treasury for losses resulting from robberies and fraud. The loss of cash resulting from these criminal acts has to be made up for, in order to ensure that post offices can carry out their daily operations. This is done via withdrawals from the Treasury. Changes in this liability are as follows: 24.4 - Changes in amounts deriving from liability for robberies Balance at 1 January Liabilities deriving from robberies during the period Repayments made Note 2010 2009 [37.1] 164,604 6,748 (10,853) 167,382 9,964 (12,742) 160,499 164,604 Balance at 31 December During 2010 the Parent Company made repayments of 5,977 thousand euros to the Treasury for robberies that took place up to 31 December 2009 and of 4,876 thousand euros for robberies during the first half of 2010. Sundry financial liabilities Sundry financial liabilities are generated by BancoPosta activities not subject to the investment restrictions described in note 14. For this reason, they are not included in Liabilities attributable to BancoPosta (note 14.7). These liabilities break down as follows: 24.5 - Sundry financial liabilities 31 December 2010 Non-current liabilities Current liabilities 125,456 Amounts due on bills paid Amounts due on prepaid cards Financial liabilities Italian Treasury for operational risk 31 December 2009 Total Non-current liabilities Current liabilities Total - 125,456 113,630 - 113,630 - 630,819 630,819 - 890,768 890,768 - 629,683 629,683 - 523,565 523,565 National and international money transfers - 381,106 381,106 - 393,740 393,740 Endorsed checks - 179,688 179,688 - 148,052 148,052 Tax collection - 137,680 137,680 - 91,295 91,295 Other 913 69,946 70,859 105 28,018 28,123 Total 126,369 2,028,922 2,155,291 113,735 2,075,438 2,189,173 Amounts due to the Italian Treasury for operational risks refer to advances obtained as a result of BancoPosta’s operations and which subsequently gave rise to liabilities that are either certain or likely to be incurred. Changes in these liabilities are as follows: Consolidated financial statements 188 24.6 - Changes in amounts due to the Italian Treasury for operational risks Note Balance at 1 January New liabilities for operational risks Operational risks that did not occur 2010 2009 113,630 11,138 (1,727) 108,971 10,762 (9,596) [37.1] Repayments made Uses of provisions for disputes Balance at 31 December 9,411 (82) 2,497 1,166 (27) 3,520 125,456 113,630 Amounts due on bills paid regard sums collected on payment of bills and yet to be allocated to the accounts of beneficiaries. Amounts due on prepaid cards represent amounts due to Postepay and Pensione card customers who have topped up their prepaid cards. Amounts due on national and international money transfers represent the exposure to customers for money orders and transfers, to Moneygram for customer transactions in process and amounts due to overseas postal operators for international money orders. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Tax collection payables represent the amount due to tax collection agents and the tax authorities for payments of tax effected by customers. Other financial liabilities primarily regard 39,720 thousand euros in guarantee deposits received by the Parent Company from counterparties with whom the Company has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of its cash flow and fair value hedging policies (notes 9.6 and14.4). This item also includes 7,462 thousand euros payable by Poste Vita SpA pursuant to Law 166/2008, which has extended application of the regulations governing dormant accounts to insurance companies, including the requirement to pay the value of any dormant policies into the specific fund established by the MEF. Analysis of net debt/(funds) The Group’s net funds at 31 December 2010 and 31 December 2009 are as follows. 24.7 - Net debt/(funds) Item Financial liabilities Note Balance at 31 December 2010 [24.1] 5,331,566 of which related party Balance at transactions 31 December 2009 of which related party transactions 5,882,001 Financial assets designated at fair value 721,564 - 1,690,799 - Bonds 770,149 - 770,679 - Loans from Cassa Depositi e Prestiti 512,667 512,667 679,517 679,517 Bank borrowings 950,149 - 260,891 - Other borrowings 60,702 - 109,898 - 2,316,335 8,007 2,370,217 1,351 Other Technical provisions for insurance business [21.1] 41,738,868 - 35,927,121 - Liabilities attributable to BancoPosta [14.7] 37,810,862 74,405 37,718,321 80,457 [9.1] (45,111,497) Financial assets (39,312,956) (749,870) (640,832) (863,856) (770,719) Available-for-sale financial assets (33,035,161) (100,825) (27,776,456) (101,143) Financial instruments designated at fair value through profit or loss (11,197,846) - (10,637,554) - (128,620) - (35,090) - Loans and receivables Derivative financial instruments Assets attributable to BancoPosta [14.1] (39,653,994) (6,173,454) (39,512,159) (6,804,803) Technical provisions for claims attributable to reinsurers [10.1] (8,333) - (1,326) - Net liabilities/(assets) Cash and cash equivalents Net debt/(funds) Poste Italiane | Annual Report 107,472 [15.1] (1,093,145) (985,673) 701,002 - (2,038,783) (1,337,781) - Notes to the consolidated financial statements 189 25 - TRADE PAYABLES This item breaks down as follows: 25.1 - Trade payables Item Balance at 31 December 2010 Balance at 31 December 2009 Amounts due to suppliers Prepayments and advances from customers Interest payable to customers Amounts due to joint ventures Amounts due to subsidiaries Amounts due to associates 1,417,354 187,452 66,303 10,213 4,034 3,457 1,467,575 208,798 91,720 5,417 7,046 9,344 Total 1,688,813 1,789,900 Balance at 31 December 2010 Balance at 31 December 2009 Italian suppliers Overseas suppliers Overseas correspondents(1) 1,285,577 10,066 121,711 1,305,818 14,310 147,447 Total 1,417,354 1,467,575 AMOUNTS DUE TO SUPPLIERS 25.2 - Amounts due to suppliers Item (1) The amount due to overseas correspondents regard fees payable to overseas postal operators and companies in return for postal and telegraphic services provided. PREPAYMENTS AND ADVANCES FROM CUSTOMERS This item refers to amounts received from customers as prepayment for the following services to be rendered: 25.3 - Prepayments and advances from customers Item Prepayments from overseas correspondents Mechanised franking Unfranked mail Postage-paid mailing services Other services Total Balance at 31 December 2010 Balance at 31 December 2009 76,650 63,701 23,782 10,025 13,294 103,178 67,141 18,035 10,842 9,602 187,452 208,798 INTEREST PAYABLE TO CUSTOMERS This refers to interest accrued on postal current accounts during the year, less the related withholding tax. Accrued interest payable to unconsolidated subsidiaries at 31 December 2010 amounts to 1 thousand euros (27 thousand euros at 31 December 2009). Consolidated financial statements 190 AMOUNTS DUE TO JOINT VENTURES Amounts payable to joint ventures, totalling 10,213 thousand euros (5,417 thousand euros at 31 December 2009) primarily include the portion of a payable due to Italia Logistica Srl not accounted for using proportionate consolidation. AMOUNTS DUE TO SUBSIDIARIES This item represents amounts due to unconsolidated subsidiaries, as shown in the following table: 25.4 - Amounts due to subsidiaries Name Balance at 31 December 2010 Balance at 31 December 2009 Address Software Srl Docutel SpA Kipoint SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA 742 1,591 156 1,545 - 1,204 2,415 504 1,475 1,448 Total 4,034 7,046 AMOUNTS DUE TO ASSOCIATES Amounts payable to associates, totalling 3,457 thousand euros (9,344 thousand euros at 31 December 2009) primarily include amounts due to Docugest SpA. 26 - OTHER LIABILITIES This item breaks down as follows: 26.1 - Other liabilities 31 December 2010 Note Item 31 December 2009 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total Amounts due to staff Amounts due to social security agencies [26.2] - 852,806 852,806 - 830,325 830,325 [26.3] 54,217 423,342 477,559 59,462 480,841 540,303 Other tax liabilities [26.4] - 310,457 310,457 - 282,955 282,955 Amounts due to the parent - 12,140 12,140 - 12,140 12,140 Other amounts due to associates 6 - 6 6 - 6 10,106 134,269 144,375 7,268 147,129 154,397 9,574 40,241 49,815 17,965 34,447 52,412 1,773,255 1,847,158 84,701 Sundry payables Accrued expenses and deferred income from trading transactions Total Poste Italiane | Annual Report [26.5] 73,903 1,787,837 1,872,538 Notes to the consolidated financial statements 191 AMOUNTS DUE TO STAFF These items primarily regard accrued amounts that have yet to be paid at 31 December 2010. The following table shows a breakdown: 26.2 - Amounts due to staff Item Balance at 31 December 2010 Balance at 31 December 2009 Accrued vacation pay Fourteenth month salaries Incentives and productivity bonuses Other amounts due to staff 75,733 236,969 388,144 151,960 87,611 245,323 358,614 138,777 Total 852,806 830,325 AMOUNTS DUE TO SOCIAL SECURITY AGENCIES 26.3 - Amounts due to social security agencies 31 December 2010 Non-current liabilities Current liabilities - INPS INAIL 31 December 2009 Total Non-current liabilities Current liabilities Total 286,283 286,283 - 330,178 330,178 81 44,183 44,264 - 43,828 43,828 54,136 2,602 56,738 56,667 2,649 59,316 Pension funds - 70,797 70,797 - 70,844 70,844 Amounts due to the Solidarity Fund - 3,573 3,573 2,795 18,087 20,882 Other agencies - 15,904 15,904 - 15,255 15,255 54,217 423,342 477,559 59,462 480,841 540,303 Item IPOST Total Amounts due to IPOST regard pension and social security contributions due to the institute on behalf of the Group’s employees, calculated on both the salaries paid as of 31 December 2010 and accrued amounts due, as reported in the item Amounts due to staff. Amounts due to INPS primarily regard provisions for vested staff termination benefits to be paid into the agency’s Treasury fund at 31 December 2010 (note 23). Amounts due to INAIL include 56,667 thousand euros in charges for injury compensation paid to employees of the Parent Company for injuries occurring up to 31 December 1998. This amount, originally totalling 82,633 thousand euros, is repayable by Poste Italiane SpA in thirty years from 31 December 1999, based on a straight-line amortisation schedule and an annual interest rate of 2.5%. Amounts payable to pension funds regard sums due to FondoPoste and other pension funds following the decision by certain Group employees to join a supplementary fund. Amounts due from the Parent Company to the Solidarity Fund (set up by Ministerial Decree 178 of 1 July 2005) regard amounts designed to cover redundancy payments and income support for employees who, having qualified for participation, decide to take voluntary early retirement. This liability was reduced by 19,842 thousand euros during the year as a result of contributions paid and redundancy payments effected. It was increased by 2,533 thousand euros, including 2,321 thousand euros following an updated estimate of the liability made necessary by regulations that have increased “retirement windows” and 212 thousand euros for accrued finance costs on the discounted residual amount payable at 31 December 2009. Consolidated financial statements 192 OTHER TAX LIABILITIES This item breaks down as follows: 26.4 - Other tax liabilities Item Balance at 31 December 2010 Tax due on insurance provisions Withholding tax on employees’ and consultants’ salaries Balance at 31 December 2009 147,220 95,520 90,357 102,332 VAT payable 27,107 28,941 Withholding tax on postal current accounts 23,365 34,391 Stamp duty 4,756 9,247 Substitute tax 3,645 667 14,007 11,857 310,457 282,955 Other taxes due Total Tax due on insurance provisions regards Poste Vita SpA and is described in note 10.1. Amounts due on salaries paid to employees and consultants regards withholding tax paid to the tax authorities by Group companies in January and February 2011. Withholding tax due on postal current accounts refers to amounts withheld by the Parent Company on interest accrued during the year on customers’ current accounts. Stamp duty is payable to the tax authorities by the Parent Company as duty to be paid in virtual form. The balance includes the adjustment paid in 2011 pursuant to note 3bis of art. 13 of the Tariffs provided for by Presidential Decree 642/1972. Substitute tax represents the balance payable by Group companies on the revaluation of staff termination benefits in 2010. AMOUNTS DUE TO THE PARENT This item refers to 12,140 thousand euros due to the Ministry of the Economy and Finance for pensions paid by the Ministry to former employees of the Parent Company for the period 1 January to 31 July 1994 SUNDRY PAYABLES This item breaks down as follows: 26.5 - Sundry payables 31 December 2010 31 December 2009 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total - 90,868 90,868 - 107,308 107,308 9,825 536 10,361 7,201 90 7,291 Other 281 42,865 43,146 67 39,731 39,798 Total 10,106 134,269 144,375 7,268 147,129 154,397 Item Sundry payables attributable to BancoPosta Guarantee deposits Sundry payables primarily attributable to BancoPosta refer to 76,770 thousand euros due to INPS and INPDAP for pensions paid by Poste Italiane SpA to pensioners after their death and which are in the process of being recovered. A further 13,816 thousand euros is due to Cassa Depositi e Prestiti as a result of amounts registered in customers’ postal savings books Poste Italiane | Annual Report Notes to the consolidated financial statements 193 and in the process of verification. Guarantee deposits primarily regard amounts collected from the Parent Company’s customers as a guarantee of payment for certain services (postage-paid mailing services, the use of post office boxes, lease contracts, telegraphic service contracts, etc.). ACCRUED EXPENSES AND DEFERRED INCOME FROM TRADING TRANSACTIONS The nature and composition of Accrued expenses and deferred income is as follows: 26.6 - Accrued expenses and deferred income 31 December 2010 Item Accrued expenses Deferred income Total Non-current liabilities 9,574 Current liabilities 4,613 35,628 9,574 40,241 31 December 2009 Total 4,613 45,202 Non-current liabilities 17,965 Current liabilities 4,463 29,984 Total 4,463 47,949 49,815 17,965 34,447 52,412 Deferred income primarily regards: • 14,225 thousand euros in fees on Postamat cards collected in advance by the Parent Company; • 6,301 thousand euros (including 5,986 relating to income accruing after 2011) regarding the Parent Company’s advance collection of the rental on a thirty-year lease of a pneumatic postal machine in Rome; • 3,835 thousand euros relating to income accruing to the Parent Company in future years as a result of the Gran Premio BancoPosta loyalty programme, which grants award credits to customers in return for certain behaviours. As required by IFRIC 13, recognition of the related revenue is deferred until the Company has fulfilled its obligations to deliver awards to customers or, if the award credits must be used within a limited period of time, until the credits are no longer valid; • 3,338 thousand euros regarding deferred income earned by Poste Vita SpA over the duration of individual Branch III policies classified as financial contracts in application of IAS 18. 27 - REVENUES FROM SALES AND SERVICES Revenues from sales and services of 10,133,509 thousand euros break down as follows: 27.1 - Revenues from sales and services Item Postal Services Financial Services Other sales of goods and services Total Consolidated financial statements 2010 2009 5,049,529 4,664,789 419,191 5,209,973 4,796,021 337,774 10,133,509 10,343,768 194 POSTAL SERVICES Revenues from Postal Services break down as follows: 27.2 - Postal Services Item 2010 2009 Unfranked mail Mechanized franking by third parties and at post offices Stamps Express parcel and express courier services Integrated services Postage-paid mailing services Overseas mail and parcels Telegrams and online services Innovative services E-procurement services Logistics services Other postal services 1,663,081 1,274,839 455,352 286,526 284,270 201,752 112,746 62,382 59,295 31,075 30,337 98,853 1,656,761 1,300,834 502,226 278,515 256,227 168,087 121,734 69,766 59,874 582 25,924 87,599 Total market revenues 4,560,508 4,528,129 Universal Service subsidies 364,463 371,830 Publisher and electoral tariff subsidies(1) 124,558 310,014 5,049,529 5,209,973 Total (1) Subsidies to compensate for tariffs discounted in accordance with the law Unfranked mail includes revenues from the mailing of correspondence by large customers from certain network centres and enabled post offices, including mailings carried out under the Bulk Mail formula. Mechanised franking by third parties or at post offices, which refers entirely to the Parent Company, regards revenues from the mailing of correspondence franked directly by customers or at post offices using a franking machine. Stamp sales refer to the sale of postage stamps through post offices and authorised outlets and sales of stamps used for franking on credit. Express parcel and express courier services regard services provided by the subsidiary SDA Express Courier SpA. Integrated services, which refer entirely to the Poste Italiane SpA, regard the delivery of administrative notices and fines, amounting to 255,018 thousand euros, the integrated notification service for legal process carried out on behalf of UNEP (Notifications, Enforcements and Complaints Offices), totalling 27,299 thousand euros, and revenues deriving from the agreement with the tax authorities regarding bulk and registered services, amounting to 1,953 thousand euros. Postage-paid mailing services, which refer entirely to the Parent Company, regard revenues from the delivery of periodicals and mail-order goods on behalf of publishers who benefit from preferential rates, as provided for by Law 46 of 27 February 2004, which converted Legislative Decree 353 of 24 December 2003. Overseas mail and parcels, which refer to Poste Italiane SpA, relate to revenues from the international exchange of such items. Telegrams and online services primarily regard the telegram service provided by the Parent Company by phone or at post offices, and amounting to 36,441 thousand euros and 12,283 thousand euros, respectively. Revenues from innovative services, referring to Postel SpA, include 25,412 thousand euros from the door-to-door service, 16,930 thousand euros from direct mailing, 15,942 thousand euros from commercial printing and 1,011 thousand euros from other “added value” services. E-procurement services refer entirely to Postel SpA and regard the distribution and supply of stationery, forms and printed documents. Logistics services refer entirely to Italia Logistica Srl. Universal Service Obligation subsidies regard the subsidies paid by the Ministry of the Economy and Finance to cover the costs of fulfilling the Universal Service Obligation (USO). Subsidies of 364,463 thousand euros are, whilst awaiting renewal Poste Italiane | Annual Report Notes to the consolidated financial statements 195 of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. Publisher and electoral tariff subsidies include: • 57,764 thousand euros representing the amounts due from the Publishing Department of the Cabinet Office to cover the cost of the preferential rates offered to publishers and non-profit organisations which, following the Ministry for Economic Development Decree of 30 March 2010, were applicable only to the first quarter of the year. The amount due was calculated on the basis of the tariffs established in the Ministerial Decrees of 23 November 2002 and 1 February 2005. The discounts granted by the Parent Company are only partially covered by the amount set aside in the Cabinet Office’s budget; • 66,794 thousand euros in amounts paid by the State to cover reductions and preferential prices granted to election candidates under Law 515/93. This amount has also not been budgeted for by the MEF. FINANCIAL SERVICES Revenues from Financial Services, which regard the Parent Company, break down as follows: 27.3 - Financial Services Item 2010 2009 Fees for collection of postal savings deposits Income from the investment of postal current account deposits Commissions on bills processed Other revenues from current account services Income from delegated services Distribution of loan products Fees for issue and use of prepaid cards Money transfers Fees from securities placement and trading Securities custody Other financial products and services 1,557,000 1,375,716 622,110 492,939 194,778 174,975 88,195 77,107 26,246 22,434 33,289 1,600,000 1,319,900 640,722 501,650 202,442 165,169 74,109 78,447 158,431 24,496 30,655 Total 4,664,789 4,796,021 Fees for the collection of savings deposits regard payment for managing, issuing and redeeming Postal Savings Certificates and payments into and withdrawals from Postal Savings Books. These services are provided by the Parent Company on behalf of Cassa Depositi e Prestiti. The amount for 2010, totalling 1,557,000 thousand euros, was calculated on the basis of the tariffs applicable to the annual targets for savings deposits provided for in the agreement executed on 10 March 2010. This agreement, which expired on 31 December 2010, is in the process of renewal. Income from the investment of postal current account deposits breaks down as follows: 27.4 - Income from the investment of postal current account deposits Item Income from investment in securities Interest income on HTM securities Interest income on AFS financial assets Interest income on securities held for trading Interest income on asset swaps of AFS financial assets Income from deposits held with the MEF Net remuneration of own liquidity recognised in finance income and costs Total Consolidated financial statements 2010 2009 1,188,665 582,413 571,808 677 33,767 196,140 (9,089) 1,375,716 1,112,073 516,695 543,453 1,825 50,100 214,296 (6,469) 1,319,900 196 Income from investments in securities Interest income on securities derives from the investment of deposits paid into postal current accounts by private customers. The total includes the impact of the cash flow hedges described in note 14.4. Income from deposits held with the MEF Remuneration of postal current account deposits represents accrued interest for the year on amounts deposited by Public Sector entities and, to a lesser extent, returns on amounts deposited in the so-called Buffer Account with the Ministry of the Economy and Finance, as described in note 14. The floating rate used to calculate remuneration of the above deposits and the rate used to calculate interest on the Buffer Account are those provided for in the specific agreements with the MEF. Net remuneration of the Group’s own liquidity deposited in postal current accounts This item is shown separately in Finance income and costs (note 38). Other revenues from current account services primarily regard current account charges (186,605 thousand euros), fees on amounts collected and on statements of account sent to large customers (129,788 thousand euros), annual fees on debit cards (58,796 thousand euros) and on debit card transactions (54,955 thousand euros). Income from delegated services primarily regards amounts received by the Parent Company for the payment of pensions disbursed by INPS (108,091 thousand euros) and INPDAP (13,309 thousand euros), and for treasury services carried out by the Company in 2010 on the basis of the Agreement between Poste Italiane SpA and the MEF (57,662 thousand euros). Revenues from the distribution of loan products by the Parent Company regard commissions on the sale of personal loans and mortgages on behalf of third parties (174,975 thousand euros). Revenues from money transfers primarily regard commissions collected on national money orders (50,693 thousand euros), Moneygram transfers (15,013 thousand euros) and Eurogiros (5,524 thousand euros). Fees from securities placement and trading (26,246 thousand euros) regard income from the execution of purchase and sell orders on the secondary market on behalf of customers. OTHER SALES OF GOODS AND SERVICES This relates to income from ordinary activities that is not directly attributable to the specific Postal, Financial and Insurance Services segments, to which it is allocated for the purposes of segment reporting in accordance with the relevant accounting standards. The main components are described below: • 161,950 thousand euros (92,337 thousand euros in 2009) generated by PosteMobile SpA, primarily from the provision of mobile telecommunications services; • 81,304 thousand euros earned by the Parent Company (68,478 thousand euros in 2009), including fees received for collecting applications for residence permits and other permits (34,122 thousand euros), income from call centre services (7,094 thousand euros) and income from ancillary franking and packaging services (7,473 thousand euros); • revenues from the sale of products via the “shop-in-shop” channel or by catalogue and mail order, primarily by PosteShop SpA, amounting to 53,655 thousand euros (58,582 thousand euros in 2009); • 42,663 thousand euros (26,098 thousand euros in 2009) in revenues generated by Mistral Air Srl, primarily from the supply of air transport services; • 31,284 thousand euros (28,879 thousand euros in 2009) from collective asset management carried out by BancoPosta Fondi SpA SGR, consisting primarily of management fees (29,186 thousand euros) and subscription and redemption fees (2,098 thousand euros); • 25,480 thousand euros generated by Poste Link Scrl from the supply of multi-channel Contact Centre solutions for the provision of information and equipment. Poste Italiane | Annual Report Notes to the consolidated financial statements 197 28 - EARNED PREMIUMS 28.1 - Earned premiums Item Life premiums Branch I Branch III Branch V Non-life premiums(*) Other income from Insurance Services (*) Total (*) 2010 2009 9,488,866 6,339,735 2,959,288 189,843 10,207 5,731 7,088,699 6,128,999 892,549 67,151 2,802 20,903 9,504,804 7,112,404 Earned premiums are reported net of outward reinsurance premiums. 29 - OTHER INCOME FROM FINANCIAL AND INSURANCE ACTIVITIES 29.1 - Other income from financial and insurance activities Item Income from financial instruments at fair value through profit or loss 2010 2009 572,398 1,341,274 Interest 281,650 174,307 Fair value gains 238,047 844,500 Realised gains 52,701 322,467 1,396,313 968,110 1,025,965 781,872 370,348 186,238 32 72,638 32 72,638 - 7,521 - 7,521 79 - Income from available-for-sale financial assets Interest Realised gains Income from held-to-maturity securities Realised gains Income from cash flow hedges Realised gains Income from fair value hedges Fair value gains Other income Total Consolidated financial statements 79 - 13,678 1,982,500 41,475 2,431,018 198 30 - OTHER OPERATING INCOME This item primarily regards the following: 30.1 - Other operating income Item 2010 2009 Gains on disposals Increases to estimates for previous years Recovery of contract expenses and other recoveries Lease rentals Recovery of cost of seconded staff Grants related to income Other income 102,057 55,212 24,817 9,744 2,661 2,313 19,326 62,061 36,800 26,427 11,335 4,606 612 68,800 Total 216,130 210,641 GAINS ON DISPOSALS 30.2 - Gains on disposals Item Gains on disposal of operating property and land Gains on disposal of investment property Gains on disposal of other operating assets Total 2010 2009 92,647 7,677 1,733 40,378 7,851 13,832 102,057 62,061 For the purposes of reconciliation with the statement of cash flows, in 2010 this item amounts to 100,976 thousand euros, after losses of 1,081 thousand euros (note 37). In 2009, net gains, after losses of 60,326 thousand euros, amounted to 1,735 thousand euros.. Gains on disposals include the gain of 52 million euros on the sale of an operating property in Milan. INCREASES TO ESTIMATES FOR PREVIOUS YEARS This item includes, among other things, the impact of settlements that have resulted in the recalculation of liabilities previously estimated by the Parent Company. LEASE RENTALS 30.3 - Lease rentals Item 2010 2009 Rental income on commercial property Rental income from investment property Recovery of expenses, transaction costs and other income(1) 4,267 2,876 3,688 4,615 2,601 3,032 Total 9,744 11,335 (1) This item primarily regards the recovery of expenses incurred directly by the Group and passed on to tenants. This category does not include extraordinary maintenance costs. Poste Italiane | Annual Report Notes to the consolidated financial statements 199 Lease rentals regard the management of properties owned by the Parent Company, which is held to be of a residual nature and separate from the ordinary activities of the subsidiary EGI SpA. Under the relevant lease agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. No significant extraordinary maintenance costs were transferred to tenants via increases in rents. 31 - COST OF GOODS AND SERVICES This item breaks down as follows: 31.1 - Cost of goods and services Item 2010 2009 Services Lease expense Raw, ancillary and consumable materials and goods for resale Interest expense paid to customers 1,912,787 349,704 245,182 90,043 1,876,838 337,120 210,492 125,736 Total 2,597,716 2,550,186 2010 2009 489,234 236,194 158,154 150,154 129,952 92,604 87,872 87,367 86,924 82,861 75,711 66,147 47,844 46,977 26,803 22,200 19,798 2,103 1,527 1,691 670 530,970 227,407 163,045 148,491 128,385 91,932 75,560 93,192 51,569 82,333 77,848 56,107 45,761 39,078 20,698 20,105 12,517 1,368 8,422 1,355 695 1,912,787 1,876,838 SERVICES This item breaks down as follows: 31.2 - Services Item Transport of mail, parcels and forms Routine maintenance and technical assistance Personnel services Outsourcing fees and other external service charges Energy and water Transport of cash Printing and enveloping services Telecommunications and data transmission Mobile telecommunications services for customers Mail, telegraph and telex Cleaning, waste disposal and security Consultants’ fees and legal expenses Credit and debit card fees and charges Advertising and promotions Agents’ commissions and other Insurance premiums Airport costs Asset management fees Securities custody and management fees Remuneration of Statutory Auditors Other Total Consolidated financial statements 200 Details of the remuneration paid to Statutory Auditors are provided below: 31.3 - Remuneration of Statutory Auditors Item 2010 2009 Remuneration Expenses 1,459 232 1,175 180 Total 1,691 1,355 2010 2009 LEASE EXPENSE Lease expense breaks down as follows: 31.4 - Lease expense Item Property rentals and ancillary costs 184,041 179,531 Vehicle leases 76,932 76,070 Equipment hire and software licenses 54,878 48,360 Other lease expense 33,853 33,159 349,704 337,120 Total The cost of leasing properties almost entirely regards the buildings from which the Group operates (post offices, Delivery Offices and Sorting Centres). Under the relevant lease agreements, rents are increased annually on the basis of the price index published by the National Office of Statistics (ISTAT). Lease terms are generally six years, renewable for a further six. Renewal is assured via the clause stating that the lessor “waives the option of refusing renewal on expiry of the first term”, by which the lessor, once the agreement has been signed, cannot refuse to renew the lease, except in cases of force majeure. Moreover, Poste Italiane SpA, in accordance with the standard contract form, has the right to withdraw from the contract at any time, giving six months notice. Poste Italiane | Annual Report Notes to the consolidated financial statements 201 RAW, ANCILLARY AND CONSUMABLE MATERIALS AND GOODS FOR RESALE This item breaks down as follows: 31.5 - Raw, ancillary and consumable materials and goods for resale Item Consumables and goods for resale Fuels and lubricants Printing of postage and revenue stamps Printed matter, stationery and advertising material SIM cards and scratch cards Change in inventories of work in progress, semi-finished and finished goods and goods for resale Change in inventories of raw, ancillary and consumable materials Change in properties held for sale Other Note [11.1] [11.1] [11.1] Total 2010 2009 139,112 64,899 21,285 17,595 1,754 112,914 53,049 20,457 21,429 1,728 2,809 (2,248) (243) 219 1,166 (282) 31 245,182 210,492 INTEREST EXPENSE PAID TO CUSTOMERS The rate paid to retail customers in 2010 was 0.25% until 9 May 2010 and 0.15% from 10 May 2010 (0.50% from 1 January to 31 May 2009 and 0.25% for the remainder of 2009). 32 - NET CHANGE IN TECHNICAL PROVISIONS FOR INSURANCE BUSINESS AND OTHER CLAIMS EXPENSES 32.1 - Change in technical provisions for insurance business and other claims expenses Item Claims paid Change in outstanding claims provisions Change in mathematical provisions Change in other technical provisions Change in technical provisions where investment risk is transferred to policyholders Use of provisions for non-recurring charges deriving from conversion of Branch III policies Claims expenses and change in other provisions - Non-life Total 2010 2009 3,243,430 208,885 5,174,821 15,557 1,544,542 3,242 1,728,124 87,096 6,023,924 155,220 697,313 (65,000) (359) 10,190,477 8,626,318 The change in technical provisions for insurance business and other claims expenses refers to: • claims paid, policies redeemed and the related expenses incurred by Poste Vita SpA, totalling 3,243,430 thousand euros; • the change in mathematical provisions, totalling 5,174,821 thousand euros, reflecting increased obligations to policyholders; • the change in technical provisions where investment risk is transferred to policyholders (so-called class D), totalling 1,544,542 thousand euros. Consolidated financial statements 202 33 - OTHER EXPENSES FROM FINANCIAL AND INSURANCE ACTIVITIES 33.1 - Other expenses from financial and insurance activities Item Expenses from financial instruments at fair value through profit or loss 2010 2009 306,351 115,818 Fair value losses 282,080 26,920 Realised losses 24,271 88,898 30,929 12,850 30,929 12,850 35,954 166,596 103 - 103 - 14,995 8,136 388,332 303,400 Expenses from available-for-sale financial assets Realised losses Change in fair value of financial liabilities Expenses from fair value hedges Fair value losses Other expenses Total 34 - STAFF COSTS Staff costs include the cost of staff seconded to other organisations. The recovery of such expenses is posted to Other operating income. Staff costs break down as follows: 34.1 - Staff costs Category Wages and salaries Social security contributions Provisions for staff termination benefits: current service cost Provisions for staff termination benefits: supplementary pension funds and INPS Agency staff Remuneration and expenses paid to Directors Redundancy payments Net provisions for disputes with staff Provisions to the Solidarity Fund Provisions for restructuring charges Other staff costs (cost recoveries) Total costs Income from fixed-term contracts settlements Total Poste Italiane | Annual Report Note 2010 2009 [23.1] 4,384,730 1,222,525 502 4,379,184 1,213,134 399 264,040 6,894 4,017 156,725 49,061 58,706 (76,375) 6,070,825 (66,320) 273,246 7,390 3,630 170,081 198,074 115,000 (16,775) 6,343,363 (121,007) 6,004,505 6,222,356 [22.2] [22.2] [22.2] Notes to the consolidated financial statements 203 Details of the remuneration paid to Directors are provided below: 34.2 - Remuneration and expenses paid to Directors Item Remuneration Expenses Total 2010 2009 3,841 3,456 176 174 4,017 3,630 Cost items relating to staff termination benefits are described in note 23. Net provisions for disputes with staff, provisions to the Solidarity Fund and those for restructuring charges are described in note 22.2. Cost recoveries primarily regard revised estimates for previous years. Income from the fixed-term contracts settlement was earned following the agreement reached on 27 July 2010, between Poste Italiane SpA and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. The agreement has resulted in conversion of the previous temporary contracts to permanent arrangements for approximately 2,000 staff who, at 27 July 2010, were employed by the Company by virtue of a judicial ruling that had not yet become final. This was effected by means of individual agreements, under which each member of staff waived any legal or financial claim deriving from the sentence requiring their re-employment, and approximately 1,500 staff agreed to return any amounts paid by the Parent Company for periods during which they did not work, and which the Company had charged to the income statement in previous years. These amounts, which are to be repaid in variable interest-free instalments by 2030, total approximately 78 million euros, representing gross salaries and accrued termination benefits. Compared with the above face value of the amounts to be returned, the amount of 66,320 thousand euros recognised in the income statement for the year represents the present value of income deriving from the settlement. This present value was calculated on the basis of the expected cash flows deriving from collection of the amounts due under the individual agreements (based on the forward yield curve for government securities at 31 December 2010). The following table shows the Group’s average and year-end headcounts by category: 34.3 - Headcount Average headcount Year-end headcount Item Senior managers Middle managers Frontline staff Back-office staff 2010 718 14,752 128,505 5,474 2009 741 14,703 129,616 6,206 31 Dec 2010 717 14,538 125,953 4,357 31 Dec 2009 714 14,539 126,705 6,164 Total permanent workforce(*) 149,449 151,266 145,565 148,122 (*) Data is expressed in full-time equivalent terms. Taking account of staff on flexible contracts, the average number of full-time equivalent staff in 2010 is 151,844 (154,197 in 2009). Consolidated financial statements 204 35 - DEPRECIATION, AMORTISATION AND IMPAIRMENTS This item breaks down as follows: 35.1 - Depreciation, amortisation and impairments Item 2010 2009 Property, plant and machinery Operating properties Plant and machinery Industrial and commercial equipment Leasehold improvements Other assets Impairments/Recoveries/Adjustments of Property, plant and equipment Depreciation of Investment property Impairments/Recoveries/Adjustments of Investment property Amortisation of Intangible assets Industrial patents and intellectual property rights, concessions, licenses, trademarks and similar rights Other Impairments/Recoveries/Adjustments of Intangible assets Impairment of Goodwill/Goodwill arising from consolidation Use of provisions for other liabilities and charges 374,690 99,108 147,912 14,548 26,356 86,766 3,084 7,679 (1,103) 162,670 377,505 94,169 154,790 17,649 20,343 90,554 13,445 8,710 (1,817) 156,322 157,553 5,117 212 13,390 (13,390) 152,633 3,689 950 - Total 547,232 555,115 Note 2010 2009 [5] [7] 4,738 33,709 4,210 26,128 38,447 30,338 36 - CAPITALISED COSTS AND EXPENSES This item breaks down as follows: 36.1 - Capitalised costs and expenses Item Property, plant and equipment Intangible assets Total Poste Italiane | Annual Report Notes to the consolidated financial statements 205 37 - OTHER OPERATING COSTS Other operating costs break down as follows: 37.1 - Other operating costs Item Note 2010 2009 Net provisions and losses on doubtful debts (uses of provisions) Provisions for receivables due from customers Provisions for receivables due from parent Provisions for sundry receivables Losses on receivables [12.3] [12.5] [13.2] 10,459 16,859 (4,375) (2,119) 94 31,692 (16,577) 23,211 20,181 4,877 Occurrence of operational risks Robberies during the year Reversal of BancoPosta assets, net of recoveries Other operating losses of BancoPosta [24.4] [24.6] 35,659 6,748 9,411 19,500 29,875 9,964 1,166 18,745 142,641 98,896 47,302 (3,557) 116,992 11,456 48,968 56,568 1,081 39,252 17,575 30,942 1,735 43,006 19,760 28,240 277,609 271,300 Net provisions for liabilities and charges made/(used) for disputes with third parties for non-recurring charges for other liabilities and charges Losses Municipal property tax, urban waste tax and other taxes and duties Revised estimates and assessments for previous years Other recurring expenses Total Consolidated financial statements [22.2] [22.2] [22.2] 206 38 - FINANCE INCOME/COSTS FINANCE INCOME 38.1 - Finance income Item Income from available-for-sale financial assets Interest(1) Accrued differentials on fair value hedges(1) Realised gains Dividends Income from financial assets at fair value through profit or loss (1) Other finance income Interest from parent(2) (1) Remuneration of Poste Italiane SpA’s liquidity Interest on bank current accounts Interest on term bank accounts Finance income on discounted receivables(3) Overdue interest Impairment of amounts due as overdue interest Income from subsidiaries Other Foreign exchange gains Revaluations Total 2010 2009 79,385 40,636 (1,647) 40,020 376 32,879 32,223 502 154 4,942 11,319 88,795 128,364 9,711 9,089 10,045 238 48,694 12,373 (3,542) 85 2,102 43,801 6,469 15,490 2,467 56,217 2,967 (2,861) 77 3,737 5,972 4,784 179,094 8 177,354 Income from financial assets regards assets other than those in which deposits collected by BancoPosta and/or the insurance company, Poste Vita SpA, are invested. (1) For the purposes of reconciliation with the statement of cash flows, for 2010 these items amount to 132,726 thousand euros (171,906 thousand euros in 2009). (2) Interest income from the parent includes: • 9,633 thousand euros as interest payable under Law 887/84 to cover finance costs on the loans issued by Cassa Depositi e Prestiti (described in note 9.2); • 78 thousand euros in interest income on the account held at the Italian Treasury. Finance income on discounted receivables regards: 26,279 thousand euros in accrued interest on the amount due from the MEF (note 9.2), 13,078 thousand euros in interest on amounts due for the publisher tariff subsidies described in note 12.2, and 9,337 thousand euros in interest on amounts due from staff and IPOST under the fixed-term contracts settlements of 2006 and 2008 (note 10.1). (3) Poste Italiane | Annual Report Notes to the consolidated financial statements 207 FINANCE COSTS 38.2 - Finance costs Item Note Finance costs on financial liabilities on bonds on loans from Cassa Depositi e Prestiti on bank borrowings on other borrowings paid to the parent on derivative financial instruments on amounts payable to subsidiaries Finance costs on sundry financial assets Finance costs on provisions for staff termination benefits Finance costs on provisions for liabilities Finance costs on discounted amounts payable to Solidarity Fund Other finance costs Foreign exchange losses(1) [23.1] [22.2] Total 2010 2009 74,406 38,845 26,430 3,953 4,896 191 87 4 94,777 38,867 32,712 12,752 5,599 228 4,612 7 14,122 61,280 1,108 212 3,524 10,865 69,758 1,866 1,763 6,283 6,019 160,671 3,185 188,497 Finance costs on financial liabilities regards liabilities other than deposits and assets other than those in which deposits collected by BancoPosta and/or the insurance company, Poste Vita SpA, are invested. (1) For the purposes of reconciliation with the statement of cash flows, for 2010 finance costs, before foreign exchange losses, amount to 154,652 thousand euros (185,312 thousand euros in 2009). 39 - INCOME TAX EXPENSE 39.1 - Income tax expense 2010 2009 IRES IRAP Total IRES IRAP Total Item Current tax expense Substitute tax Deferred tax assets Deferred tax liabilities 461,763 20,741 84,918 291,473 (1,140) 11,776 753,236 19,601 96,694 433,995 59,105 10,266 (87,918) 283,805 (5,505) (8,175) 717,800 59,105 4,761 (96,093) Total 567,422 302,109 869,531 415,448 270,125 685,573 Consolidated financial statements 208 The effective tax rate for 2010 is 46.1% and breaks down as follows: 39.2 - Reconciliation between statutory and effective tax rate for IRES 2010 Item Profit before tax % rate IRES 1,589,563 % rate 519,049 27.5 437,130 27.5 (8,254) 6,966 28,478 5,149 (0.4) 0.4 1.5 0.3 8,406 21,921 5,220 0.0 0.5 1.4 0.3 (3,365) 20,219 (820) (0.2) 1.1 0.0 (62,670) 5,440 (3.9) 0.0 0.3 567,422 30.1 415,448 26.1 Statutory tax charge Effect of increases/(decreases) on statutory tax charge Exempt gains on financial assets Non-deductible contingent liabilities Net provisions for liabilities and charges and impairments of receivables Non-deductible taxes Realignment of tax bases and carrying amounts and taxation for previous years Technical provisions for insurance business Other Effective tax charge 2009 IRES 1,887,452 39.3 - Reconciliation between statutory and effective tax rate for IRAP 2010 Item Profit before tax Statutory tax charge IRAP 1,887,452 86,044 Effect of increases/(decreases) on statutory tax charge Non-deductible contingent liabilities 8,000 Net provisions for liabilities and charges and impairment of receivables 11,175 Non-deductible taxes 841 Non-deductible staff costs 200,451 Realignment of tax bases and carrying amounts and taxation for previous years (1,111) Other (3,290) Effective tax charge 302,109 2009 % rate % rate 4.6 IRAP 1,589,563 70,995 0.4 0.6 0.0 10.6 9,040 15,949 843 206,252 0.6 1.0 0.1 13.0 (0.1) (0.2) (13,090) (19,863) (0.8) (1.2) 16.0% 270,125 17.0% 4.5 Unlike the year under review, in 2009 the Group recognised tax benefits after it exercised the option granted by art. 15 of Legislative Decree 185/2008, converted into Law 2/2009, to realign the tax bases of assets and liabilities with their corresponding statutory amounts25. 25. This realignment regarded: • differences arising on first-time application of IAS/IFRS, which were rendered deductible by the payment of substitute tax, with recognition of the resulting tax benefit; • differences between the carrying amounts of assets and liabilities and their tax bases arising after adoption of IAS/IFRS, which became deductible in 5 equal instalments from 2009 and in the four subsequent years; the exercise of this option did not have any effect on the income statement, in that the reduction in current tax expense was offset by a corresponding reduction in deferred tax assets. Poste Italiane | Annual Report Notes to the consolidated financial statements 209 CURRENT TAX ASSETS AND LIABILITIES This item breaks down as follows: 39.4 Changes in current tax assets/(liabilities) Current taxes for 2010 Item IRES Assets/(Liabilities) Current taxes for 2009 IRAP Total Assets/(Liabilities) IRES IRAP Assets/(Liabilities) Assets/(Liabilities) Total Balance at 1 January (26,279) (2,933) (29,212) (30,963) 379 (30,584) Payments of prepayments for the current year balance payable for previous year substitute tax 487,979 422,968 38,914 26,097 294,912 285,483 9,429 - 782,891 708,451 48,343 26,097 436,334 337,388 6,546 92,400 280,660 277,344 3,316 - 716,994 614,732 9,862 92,400 Reclassifications Provisions to the income statement for current tax expense substitute tax realignment (461,763) (475,811) 14,048 (291,473) (291,795) 322 (753,236) (767,606) 14,370 26,096 (493,100) (447,891) (59,105) 13,896 15 (283,805) (283,983) 178 26,111 (776,905) (731,874) (59,105) 14,074 Provisions to Equity (18,846) 12 (18,834) (13,704) - (13,704) Other 27,220(*) (309) 26,911 49,058 (182) 48,876 8,311 209 8,520 (26,279) (2,933) (29,212) 47,216 (38,905) 5,192 (4,983) 52,408 (43,888) 43,289 (69,690) 7,069 (9,880) 50,358 (79,570) Balance at 31 December of which: Current tax assets Current tax liabilities (*) Primarily due to tax credits deriving from withholding tax paid on fees. Under IAS 12 - Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities, given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. The IRES credit not offset at 31 December 2010 includes 38,042 thousand euros due to the payment of excess taxation as a result of the non-deductibility of 10% of IRAP between 2003 and 2007. A claim for a rebate of this amount has been filed. DEFERRED TAX ASSETS AND LIABILITIES The following table shows deferred tax assets and liabilities: 39.5 - Deferred taxes Item Deferred tax assets Deferred tax liabilities Total Balance at 31 December 2010 Balance at 31 December 2009 760,014 (293,795) 644,844 (417,328) 466,219 227,516 The nominal tax rates are 27.5% for IRES and 3.9% for IRAP (+/- 0.92% as a result of regional surtaxes and/or relief and +0.15% as a result of additional surtaxes levied in regions with a health service deficit). The Group’s average statutory rate for IRAP is 4.6%. Consolidated financial statements 210 Changes in deferred tax assets and liabilities are shown below: 39.6 - Changes in deferred tax assets and liabilities Item Balance at 1 January Deferred tax income/(expenses) recognised in the income statement Deferred tax income/(expenses) recognised in Equity Direct transfers to current tax assets Changes in the basis of consolidation Balance at 31 December 2010 2009 227,516 331,059 (116,295) 91,332 354,931 (168,764) - (26,111) 67 - 466,219 227,516 The balance of deferred tax assets and liabilities recognised in the income statement for the year under review does not include significant components of non-recurring income which, in contrast, amounted to 110,508 thousand euros in 2009, primarily due to the realignment of the tax bases of assets and liabilities and their carrying amounts and Postel SpA’s decision to frank goodwill. The following table shows a breakdown of changes in deferred tax assets and liabilities according to principal event that generated the change: 39.7 - Changes in deferred tax assets 15,143 Financial assets and liabilities 115,830 Accum. adjustments to assets 120,644 Provisions for liabilities and charges 270,212 Trade and other receivables 27,095 (652) (11,272) 39 4,555 7,125 63 18,851 - (5,952) (27) (378) (4,944) (2,298) - 5,252 - - 8,431 - - - - (111) 8,320 Balance at 31 December 2009 66,985 3,871 118,348 125,172 276,959 22,214 Income/(Expenses) recognised in profit or loss (6,445) (2,252) 251 (3,351) 6,810 29 255 1,390 (3,313) (2,095) - (5,952) (27) (378) (5,538) (2,298) - (16,288) Item Balance at 1 January 2009 Income/(Expenses) recognised in profit or loss Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity PPE and intangible assets 48,786 Fees to be amortised Staff costs 35,995 Other Total 7,580 641,285 (24,416) 14,545 (10,013) 9,281 22,014 644,844 - - 134,854 - - - - Change in basis of consolidation - - - - - - - Balance at 31 December 2010 58,445 1,619 247,501 121,794 283,391 16,705 (150) 134,704 67 67 7,238 23,321 760,014 Deferred tax assets represent the benefit expected to derive from reductions in future current tax expense as a result of deductible temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. They primarily reflect the expected benefit of the future deductibility of certain provisions for liabilities (283,391 thousand euros), of adjustments to assets (121,794 thousand euros), of the impairment of trade and other receivables (16,705 thousand euros), of amounts due to staff (7,238 thousand euros), and of fee income receivable by Poste Vita SpA and deferred, in application of IAS 18, over the term of individual policies (1,619 thousand euros). Deferred tax assets also reflect temporary differences arising between the tax bases of financial assets and liabilities and their carrying amounts, as a result of application of IAS 39 (247,501 thousand euros). Finally, deferred tax assets on Property, plant and equipment (58,445 thousand euros) primarily regard the properties transferred from Poste Italiane to the subsidiary EGI SpA, in 2001, recognising the deferred tax benefits generated by calculation, at the time of the transfer, of taxation on the higher taxable value recognised for Investment property, and the deferred tax assets recognised following Postel SpA’s decision to frank goodwill. Poste Italiane | Annual Report Notes to the consolidated financial statements 211 39.8 - Changes in deferred tax liabilities PPE Intangible assets Financial assets and liabilities Deferred gains Discounted staff termination benefits Other 47,802 9,279 208,110 27,462 14,162 3,411 310,226 Expenses/(Income) recognised in profit or loss 4,128 3,089 (11,145) (5,549) 5,079 84 (4,314) Expenses/(Income) recognised in profit or loss on realignment (46,887) - (122) - (44,675) (95) (91,779) Expenses/(Income) recognised in Equity - - 177,071 - 13 - 177,084 Item Balance at 1 January 2009 Direct transfers to current tax assets Balance at 31 December 2009 Expenses/(Income) recognised in profit or loss Total - - - - 26,111 - 26,111 5,043 12,368 373,914 21,913 690 3,400 417,328 (632) 2,902 78,472 16,201 12 (139) 96,816 Expenses/(Income) recognised in profit or loss on realignment - - (122) - - (122) Expenses/(Income) recognised in Equity - - (220,235) - 8 - (220,227) 4,411 15,270 232,029 38,114 710 3,261 293,795 Balance at 31 December 2010 Deferred tax liabilities reflect the benefit obtained as the result of a lower current tax charge due to taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. These liabilities primarily refer to taxable temporary differences arising between the tax bases of financial assets and liabilities and their carrying amounts, as a result of application of IAS 39 (232,029 thousand euros). The reduction in 2010 is due to changes in the Fair value reserve described in note 20.1. Deferred tax liabilities also derive from taxable temporary differences between the tax bases and carrying amounts of Intangible assets (15,270 thousand euros) and Property, plant and equipment (4,411 thousand euros), and from the deferral of gains (38,114 thousand euros). At 31 December 2010 and 2009 deferred tax assets and liabilities recognised directly in Equity are as follows: 39.9 - Deferred tax assets and liabilities recognised in Equity Item Fair value reserve for available-for-sale financial assets Cash flow hedge reserve for hedging derivatives Actuarial gains/(losses) on staff termination benefits Increases/(Decreases) in Equity 2010 2009 393,296 (169,712) (38,207) 1,072 (158) (124) Total 354,931 (168,764) Finally, Current tax expense of 18,834 thousand euros was recognised in Equity during the year under review, primarily as a result of actuarial gains on staff termination benefits. As a result, the total tax charge for the year accounted for in Equity is 336,097 thousand euros. Consolidated financial statements 212 40 - RELATED PARTY TRANSACTIONS IMPACT OF RELATED PARTY TRANSACTIONS ON THE FINANCIAL POSITION AND RESULTS OF OPERATIONS The impact of related party transactions on the financial position and results of operations is shown in the following tables from 40.1 to 40.4. 40.1 - Impact of related party transactions on the financial position at 31 December 2010 Balance at 31 December 2010 Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 13 20 1 - 545 5 1 977 742 1,591 156 1,546 - 3,355 67 - - 3 - 8,801 1,412 - - 3 180 2,901 - - 16 - 3,116 341 6 639,202 639,202 - 6,173,454 6,173,454 - 1,297,595 1,243,908 53,687 6,367 6,367 - 7,462 7,462 - - 121,397 - 12,140 12,140 - - - - - - - 121,397 - Cassa Depositi e Prestiti Group 100,825 Cinecittà Luce SpA CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA FondoPoste pension fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore Servizi Elettrici Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei Group Sogin Group Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) Provisions for doubtful receivables from external related parties - - 842,556 1 112 152 11 613 42 39,138 11,708 29,552 2,486 796 26 12 313 116 1 42 1 - 512,667 - 73,403 - 6 41 1,368 1,259 24,117 785 13,201 59,300 39 621 18 14 - 13,816 64,652 - - (95,077) (4,902) - - - - 6,173,454 2,139,963 1,499 520,674 74,405 239,871 90,614 Name Financial assets Assets attrib. to BancoPosta 287 - - 56 495 289 2,421 1,012 - - 331 - Trade Other assets/ receivables Other receivables Subsidiaries Address Software Srl Docutel SpA Kipoint SpA Poste Tributi ScpA Joint ventures Italia Logistica Srl Uptime SpA Associates Consorzio ANAC Docugest SpA Telma-Sapienza Scarl Other SDA group associates Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department Total Poste Italiane | Annual Report 741,657 Notes to the consolidated financial statements 213 At 31 December 2010 total Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Group and regarding trading relations amount to 40,597 thousand euros (46,974 thousand euros at 31 December 2009). 40.2 - Impact of related party transactions on the financial position at 31 December 2009 Balance at 31 December 2009 Name Financial assets Assets attrib. to BancoPosta Trade Other assets/ receivables Other receivables Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities - Subsidiaries Address Software Srl Consorzio Poste Contact Consorzio Poste Welfare - in liquidation Docutel SpA Poste Assicura SpA Poste Tributi ScpA Poste Voice SpA 201 - - 144 982 1,535 364 1,568 98 7 15 27 - 1,351 - 5 1,824 7,518 146 179 1,204 5 1 2,415 518 1,476 1,454 - 1,018 - 2,154 - - 3 5,417 - - - 2 233 58 2,456 - - 16 - 3,619 5,391 334 6 769,500 769,500 - 6,804,803 6,804,803 - 1,287,495 1,201,427 86,068 6,540 6,540 - - (16,170) (16,170) - 172,319 - Joint ventures Italia Logistica Srl Associates Consorzio ANAC Docugest SpA Uptime SpA Other SDA group associates Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department 12,140 12,140 - - - - - - 172,319 - Cassa Depositi e Prestiti Group 101,143 CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA FondoPoste pension fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei Group Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) Provisions for doubtful receivables from external related parties - - 938,601 69 306 5 308 67 43,969 8,436 33,153 652 69 16 18 213 17 19 1 - 679,517 - 86,936 - 21 41 882 3 705 17,103 953 11,225 62,644 183 1,034 2 - 14,929 60,561 - - (108,090) (5,071) - - - - 6,804,803 2,214,918 1,518 680,868 80,457 288,949 87,636 Total Consolidated financial statements 871,862 214 40.3 - Impact of related party transactions on the results of operations for 2010 2010 Revenues Costs Capital expenditure Name Other Revenues from operating sales and services income Finance income PPE Intangible assets Goods and services Current expenditure Other Staff operating costs costs Finance costs Subsidiaries Address Software Srl Docutel SpA Kipoint SpA Poste Tributi ScpA Postel do Brasil Ltda 5 5 232 1,540 - 75 1,697 14 816 - 3 65 - - 875 4,189 136 87 - 64 - 1,212 - 4 95 2,366 15 445 14 17 - - - 13,115 5,822 - (37) - 1 211 49 - - - 9,532 - - - 803,411 695,403 108,008 458 458 44,216 44,216 - - - - - 2,941 2,918 23 191 191 - Joint ventures Italia Logistica Srl Uptime SpA Associates Consorzio ANAC Docugest SpA Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department - - - - - - Cassa Depositi e Prestiti Group 1,557,331 Cinecittà Luce SpA 10 CONI Servizi 916 Consap SpA 76 Consip SpA 522 Enav SpA 214 EUR SpA FondoPoste pension fund 203 Anas Group 703 Enel Group 156,079 Eni Group 32,986 Equitalia Group 95,692 Ferrovie dello Stato Group 2,160 Finmeccanica Group 215 Fintecna Group 300 Gestore Servizi Elettrici Group 220 Invitalia Group 700 Istituto Poligrafico Zecca dello Stato Group 1,441 Italia Lavoro Group 13 RAI Group 8,330 SACE Group 94 Sogei Group 82 Sogin Group 2 Sicot Srl 59 Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) 4 61 306 14 14 426 - 2,005 - 22 3 19,678 - 8,343 - 69 1,512 1,265 43,376 742 5,292 51,396 347 14,503 16 14 - 4,389 46,306 19,703 8,343 Total 2,666,138 29,324 123 - 152,288 29,511 - - 1,104 26 2 - 26,431 243 - 5,248 26,964 In 2010 net Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Group and regarding trading relations amount to 8,602 thousand euros (3,570 thousand euros for 2009). Poste Italiane | Annual Report Notes to the consolidated financial statements 215 40.4 - Impact of related party transactions on the results of operations for 2009 2009 Revenues Costs Capital expenditure Name Other Revenues from operating sales and services income Intangible assets Goods and services Current expenditure Other Staff operating costs costs Finance income PPE Finance costs 73 1 1,868 614 1,326 - 1 58 - - 1,243 7 1 4,400 1,417 81 2,417 - - 1,404 - 7 119 2,259 660 18 - - 10,517 - - - 1 237 - 31 6 - - - 5,299 10,981 - - - 819,269 712,907 106,362 7,272 6,042 1,230 85,762 85,762 - - - - - 25,200 22,764 2,436 228 228 - 60 278 13 - 2,409 - 38,012 - 8,695 18 91 2,842 2,066 42,083 678 6,849 56,045 11 15,188 17 - 29,022 - 871 189 15 2 - 32,712 408 - 12,202 88,248 38,012 8,713 162,233 29,022 27,681 33,474 Joint ventures Address Software Srl 20 Chronopost International Italia SpA - in liquidation Consorzio Poste Contact 16 Consorzio Poste Welfare - in liquidation 19 Docutel SpA 36 Poste Assicura SpA 63 Poste Tributi ScpA 502 Poste Voice SpA 107 Postel do Brasil Ltda Joint ventures Italia Logistica Srl Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Group Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department - Cassa Depositi e Prestiti Group 1,600,253 Cinecittà Holding SpA 7 CONI Servizi 1,008 Consap SpA 124 Consip SpA 837 Enav SpA 228 EUR SpA FondoPoste pension fund 3 Anas Group 734 Enel Group 140,231 Eni Group 29,174 Equitalia Group 82,538 Ferrovie dello Stato Group 833 Finmeccanica Group 279 Fintecna Group 301 Gestore Servizi Elettrici Group 171 Invitalia Group 43 Istituto Poligrafico Zecca dello Stato Group 2,060 Italia Lavoro Group 22 RAI Group 9,398 SACE Group 94 Sogei Group 39 Sogin Group 2 Sicot Srl 63 Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) 9 Total Consolidated financial statements 2,690,980 216 The nature of the principal transactions between the Parent Company and related parties external to the Group is summarised below. • Amounts received from the MEF primarily refer to payment for carrying out the Universal Service Obligation (USO), the management of postal current accounts, as reimbursement for electoral tariff reductions and subsidies, and as payment for delegated services, integrated e-mail services, the franking of mail on credit, and for collection of tax returns. • Amounts received from CDP SpA primarily refer to payment for the collection of postal savings deposits. • Amounts received from the Enel Group primarily refer to payment for bulk mail shipments, unfranked mail, franking of mail on credit and postage paid mailing services, etc. The costs incurred primarily regard the supply of gas. • Amounts received from the Equitalia Group primarily refer to payment for the integrated notification service and for unfranked mail. The costs incurred primarily regard electronic transmission of tax collection data. • Amounts received from the Eni Group primarily refer to payment for bulk mail shipments, etc. The costs incurred primarily regard the supply of fuel for motorcycles and vehicles and the supply of gas. • Purchases from the Finmeccanica Group primarily refer to the supply, by Elsag Datamat SpA, of equipment, maintenance and technical assistance for mechanised sorting equipment, and systems and IT assistance regarding the creation of document storage facilities, specialist consulting and software maintenance, and the supply of software licences and of hardware. KEY MANAGEMENT PERSONNEL Key management personnel consist of Directors of the Parent Company, Poste Italiane SpA’s first-line managers and senior management in the most important Group companies. The related remuneration, including social and pension contributions, is as follows: 40.5 - Remuneration of key management personnel Item 2010 2009 Remuneration paid in short term Post-employment benefits 16,359 462 14,800 522 Total 16,821 15,322 No loans were granted to key management personnel during 2010 and at 31 December 2010 Group companies do not report receivables in respect of loans granted to such personnel. TRANSACTIONS WITH STAFF PENSIONS FUNDS The Parent Company and its subsidiaries that apply the National Collective Labour Contract are members of the FondoPoste Pension Fund, which is the national supplementary pension fund for non-managerial staff. As indicated in article 14, paragraph 1 of FondoPoste’s Bylaws, the representation of members among the various officers and boards (the General Meeting of delegates, the Board of Directors, Chairman and Deputy Chairman, Board of Statutory Auditors) is shared equally between the workers and the companies that are members of the Fund. Among other things, the Fund’s Board of Directors takes decisions regarding: • the general criteria for the allocation of investment risk and for investment policies; • the choice of fund manager and depositary bank. Poste Italiane | Annual Report Notes to the consolidated financial statements 217 41 - OTHER INFORMATION POSTAL SAVINGS DEPOSITS Postal savings deposits collected by the Parent Company in the name of and on behalf of Cassa Depositi e Prestiti are shown in the table below, which breaks deposits down by category. 41.1 - Postal savings deposits Item 31 December 2010 31 December 2009 Postal Savings Books Interest-bearing Postal Certificates Cassa Depositi e Prestiti Ministry of the Economy and Finance 97,656,369 198,488,569 113,503,394 84,985,175 91,119,705 192,617,608 102,904,310 89,713,298 Total 296,144,938 283,737,313 The above amounts include accrued, unpaid interest. ASSETS UNDER MANAGEMENT Total assets under management by BancoPosta Fondi SpA SGR (relating solely to funds managed by third parties), consisting of the fair value of units measured on the last working day of the year, amount to 3,066 million euros (2,882 million euros at 31 December 2009). Average assets under management within the context of BancoPosta Fondi SpA SGR’s proprietary mutual funds amount to 3,113 million euros for 2010 (2,745 million euros at 31 December 2009). BancoPosta Fondi SpA SGR also manages Poste Vita SpA’s individual investment portfolios. COMMITMENTS Purchase commitments given primarily by the Parent Company are summarised below. 41.2 - Commitments Item Purchase commitments: Goods and services Property leases Property, plant and equipment Intangible assets Investment property Total Consolidated financial statements 31 December 2010 31 December 2009 806,114 544,097 68,667 43,847 39 544,971 550,112 68,911 48,762 88 1,462,764 1,212,844 218 Future commitments with respect to property leases (see note 31.4), which may generally be broken off with six months notice, break down as follows according to due date: 41.3 - Property lease commitments Item Lease rentals due: within 12 months between 2 and 5 years after 5 years Total 31 December 2010 31 December 2009 138,399 345,067 60,631 132,483 351,652 65,977 544,097 550,112 As described in note 2.2, on 20 December 2010 the Parent Company concluded an agreement with UniCredit SpA for the acquisition, at a price of 136 million euros, of the entire share capital of UniCredit MedioCredito Centrale SpA. Effectiveness of this transaction is subject to the fulfilment of certain conditions precedent, including the necessary clearance. GUARANTEES Personal guarantees issued by the Group are as follows: 41.4 - Guarantees Item 31 December 2010 31 December 2009 2,818 104,991 3,667 93,260 107,809 96,927 31 December 2010 31 December 2009 Bonds subscribed by customers held by third-party banks(*) Other assets 19,920,461 12,468 21,486,200 66,715 Total 19,932,929 21,552,915 Sureties and other guarantees issued: by the Group in its own interests in favour of third parties by banks in the interests of Group companies in favour of third parties Total THIRD-PARTY ASSETS 41.5 - Third-party assets Item (*) In addition to 179 million in the Parent Company’s financial instruments other than bonds (approximately 147 million at 31 December 2009). ASSETS IN THE PROCESS OF ALLOCATION At 31 December 2010 the Parent Company has paid a total of 279,589 thousand euros in claims on behalf of the Ministry of Justice (364,568 thousand euros at 31 December 2009), for which, under the agreement between Poste Italiane SpA and the MEF, it has already been reimbursed by the Treasury, whilst awaiting acknowledgement of the relevant account receivable from the Ministry of Justice. Poste Italiane | Annual Report Notes to the consolidated financial statements 219 LITIGATION In 2008 the Parent Company was charged with violation of certain requirements of Legislative Decree 231/2001. The charges regard the failure to implement appropriate preventive measures at organisational and operational level, thereby permitting the deliberate overestimation of postal savings deposits in 2003, in order to earn an undue amount of income. Whilst it is not possible to predict the outcome of the trial, which is underway at the Court of Naples, it should be noted that the financial and commercial effects of the dispute have been reflected in the financial statements for previous years, and that Poste Italiane SpA has for some time now taken appropriate organisational and operational steps to comply with the requirements of Legislative Decree 231/2001. PROCEEDINGS PENDING AND RELATIONS WITH THE AUTHORITIES European Commission In execution of the European Commission’s Decision of 16 July 2008 regarding State aid, and in accordance with instructions from the Parent Company’s shareholder, on 15 January 2009 Poste Italiane SpA paid the amount due to the MEF. The Company’s appeal is pending before the European Community Court. Antitrust Authority The Antitrust Authority ruling of 15 October 2009 launched an investigation of the Parent Company in relation to deregulated postal services, in order “to determine whether the Company's actions entailed an abuse of a dominant market position pursuant to art. 82 of the EC Treaty”, with specific reference to the Posta Time product and participation in certain tenders. Consequently, the Company sought to demonstrate to the Authority the “rationale” behind its commercial initiatives and, in the belief that such actions fully comply with competition legislation, on 1 March 2010 it nevertheless decided to give certain specific commitments, pursuant to art. 14-ter of Law 287/90, aimed at curbing any anti-competitive behaviour. On 10 November 2010 the Authority rejected the commitments given by the Company’, which appealed the ruling before Lazio Regional Administrative Court. The Antitrust Authority’s investigation is still in progress. On 8 October 2009 the Antitrust Authority formally launched a PB/455 procedure regarding PosteShop SpA, in order to investigate alleged infringements of the “Regulations governing misleading advertising”, connected with the advertising material used by PosteShop to promote the activities of the Kipoint franchise retail network. At the end of December 2009, convinced of the lawfulness of its actions, the company nevertheless submitted a proposal containing commitments aimed at rectifying the alleged abuses. On 9 March 2010 the Authority notified its refusal to accept the commitments made and on 30 March 2010 closed its investigation, ruling against PosteShop SpA and imposing a fine of 100 thousand euros, which was accordingly paid. An appeal against the fine before Lazio Regional Administrative Court was turned down on 10 November 2010. PosteShop SpA intends to appeal to the Council of State. Moreover, on 30 April 2010 the Authority notified the Parent Company that it was to launch an investigation, pursuant to Legislative Decree 206/2005 (the Consumer Code), into allegations that certain material advertising the “Raccomandata1” registered mail service is misleading in relation to delivery times and the conditions applicable to refunds for late delivery. Poste Italiane SpA immediately gave the Authority commitments that it would take action to rectify the situation. The investigation was completed on 29 December 2010, with the Authority ruling against Poste Italiane SpA and imposing a fine of 200 thousand euros which, at 31 December 2010, the Company has included in Other liabilities and accordingly paid in February 2011. The ruling has been appealed before Lazio Regional Administrative Court. Finally, on 30 June 2010 the Authority launched an investigation of Poste Vita SpA pursuant to Legislative Decree 206/2005, alleging that it adopted unfair commercial practices following the entry into force of Law 166/2008 of 27 October 2008. This legislation requires insurance companies to transfer amounts payable to the holders of dormant policies (policies that remain unclaimed after the end of the two-year expiry period provided for by art. 2952 of the Italian Civil Code) to a fund for the victims of financial fraud. The Authority intends to ascertain if the company omitted to take the necessary steps to inform policyholders about the removal of the commitment to not take advantage of the short expiry period, given for the Branch III policies issued between 2001 and 2005, thereby enabling customers to redeem their policies within the standard ten-year expiry period. On 2 August 2010 the company submitted information about the steps taken to inform the holders Consolidated financial statements 220 of the relevant policies, the commercial strategy implemented in the interests of consumers during the communication process and the commitments it intended to give in order to close the investigation. On this basis, on 29 December 2010 the Authority ruled that it was able to close the investigation without finding against the company, whilst requiring it to keep the Authority informed about fulfilment of the commitments given. The company thus prepared a report summarising all the commitments being adopted and the related implementation procedures. Bank of Italy Following the results of the Bank of Italy’s inspection of BancoPosta in 2008, a joint working group set up in 2010 by the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and Poste Italiane SpA examined the best means for ring fencing capital for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta’s creditors. In February 2011, art. 2. (paragraphs from 17-octies to 17-duodecies) of the so-called “Milleproroghe” (“Thousand Extensions”) Decree, converted into Law 10 of 26 February 2011, provided that, for the purposes of applying the Bank of Italy’s prudential requirements, by 30 June 2011 Poste Italiane SpA was, by shareholder resolution, on the recommendation of the Board of Directors, to ring fence capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. The capital is to amount to at least 10% of the Company’s Equity. The shareholder resolution will establish the assets and contractual relations to be included in the ring fence and the rules for its organisation, management and control. Poste Italiane SpA has thus drawn up a new model for accounting unbundling, extending the application of unbundling, which originally only regarded financial transactions carried out by the Parent Company pursuant to Presidential Decree 144/2001, and identified in these financial statements as “Assets and liabilities attributable to BancoPosta”, to all items in the statement of financial position generated by revenue and cost components attributable to these operations. This will result in preparation of a separate report, to be attached to the financial statements from 2011, in accordance with the provisions of articles 2423 et seq. of the Italian Civil Code. ISVAP The insurance industry regulator (the Istituto per la Vigilanza sulle Assicurazioni Private e di Interesse Collettivo, or ISVAP) completed its investigation of Poste Vita SpA’s activities, begun at the end of 2008, in December 2009. The resulting findings were communicated to the company’s management in February 2010. The company has responded to ISVAP’s findings with its own observations and proposals regarding the initiatives it intends to take in order to resolve the problems identified, whilst stating that it is open to specific discussions of the issues raised. On 30 July 2010 ISVAP notified Poste Vita SpA of additional findings that have resulted in identification of alleged regulatory violations. As a result, the company is liable to fines of between 55 and 550 thousand euros. As permitted by the regulator, Poste Vita SpA has submitted an in-depth, reasoned defence, amongst other things raising a number of procedural objections regarding the fact that the investigation has exceeded the statute of limitations and is untimely. The company has requested that the procedure be closed or, otherwise, that a hearing be arranged. The procedure is still ongoing. COVIP On 14 September 2010 the pension fund regulator (the Commissione di Vigilanza su Fondi Pensione, or COVIP) began an inspection of Poste Vita SpA relating to its “Postaprevidenza Valore - Piano individuale pensionistico - Fondo Pensione” pension product during the period from 1 January 2009 to 30 June 2010. The team of inspectors left the company’s premises on 16 November 2010 and the documentation gathered during the inspection is currently being examined. Poste Italiane | Annual Report Notes to the consolidated financial statements 221 DISCLOSURE OF FEES PAID TO THE INDEPENDENT AUDITORS In 2010 Poste Italiane SpA independently adopted guidelines governing the procedures for awarding contracts to the Independent Auditors or companies within its network. The guidelines also require the Company to provide a summary of the contracts awarded. The following table shows fees, broken down by type of service, payable to PricewaterhouseCoopers SpA and companies within its network for 2010 and 2009. 41.6 - Disclosure of fees paid to the Independent Auditors Item Entity providing the service Fees(*) 2010 2009 Audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 1,600 - 1,524 - Voluntary audits or audit-related services PricewaterhouseCoopers SpA PricewaterhouseCoopers network 153 240 90 - Services other than audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 30 967 17 1,397 2,990 3,028 Total (*) The above amounts do not include incidental expenses and charges (for example, the regulatory fee paid to the CONSOB). The services other than audit mainly regard a long-term contract, awarded by Poste Italiane SpA via a tender process, for monitoring the quality of the Priority Mail and Posta Target services. 42 - INFORMATION ON INVESTMENTS 42.1 - List of investments consolidated on a line-by-line basis Name (registered office) Banco Posta Fondi SpA SGR (Rome) Consorzio Logistica Pacchi ScpA (Rome) Consorzio per i Servizi di Telefonia Mobile ScpA (Rome) (*) Europa Gestioni Immobiliari SpA (Rome) Mistral Air Srl (Rome) Postecom SpA (Rome) PosteMobile SpA (Rome) Poste Energia SpA (Rome) (*) Poste Link Scrl (Rome)(*) Poste Tutela SpA (Rome) Poste Vita SpA (Rome) (*) Poste Assicura Spa (Rome) (*) Postel SpA (Rome) PostelPrint SpA (Rome) PosteShop SpA (Rome) SDA Express Courier SpA (Rome) (*) % interest Share capital Profit/(Loss) for year Equity 100 97.50 100 100 100 100 100 100 100 100 100 100 100 100 100 100 12,000 516 120 103,200 530 6,450 2,582 120 200 153 561,608 5,000 20,400 7,140 2,582 56,339 17,210 18,338 (1,518) (1,106) 5,464 78 3,308 971 188,058 (733) 9,692 4,058 (2,500) (34,508) 66,467 516 120 435,616 1,613 38,721 14,886 875 11,539 8,146 1,240,577 7,431 148,625 36,891 3,307 52,449 The figures for these companies have been calculated under IFRS, and may not, therefore, be consistent with those contained in the financial statements prepared under Italian GAAP. Consolidated financial statements 222 42.2 - List of investments accounted for using proportionate consolidation Assets Name (registered office) Italia Logistica Srl(*) (Rome) (*) Liabilities % interest current non-current current 50 54,637 14,707 65,524 Revenues from Profit/(Loss) non-current sales and services for period 1,944 87,473 (3,544) The number of staff at 31 December 2010 totals 84. 42.3 - List of investments accounted for using the equity method Name (registered office) % interest Assets Liabilities Revenues from sales and services Profit/(Loss) for period Address Software Srl (Rome) 51 936 749 1,193 (8) 30.30 43 10 - - (a) Docugest SpA (Parma) 37 7,857 3,698 11,712 871 Docutel Communications Services SpA (Siena) 85 3,172 1,778 4,872 5 100 847 561 - (445) 90 5,566 2,983 1,899 - 99.88 834 756 - 12 - 241 114 5 6 Telma-Sapienza Scarl (Rome) (e) 32.45 - - - - Uptime SpA (Rome)(a) 28.57 8,909 8,966 11,889 (198) Consorzio ANAC (Rome) (a) Kipoint SpA (Rome) (b) Poste Tributi ScpA (Rome) Postel do Brasil Ltda (Brasilia) (c) Programma Dinamico SpA (Rome) (d) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2009. Results of operations; statement of financial position data at 31 December 2010. (c) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2007. (d) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2009; Group companies do not hold investments in Programma Dinamico SpA. (e) Figures not available. (a) (b) 43 - EVENTS AFTER 31 DECEMBER 2010 Events after the end of the reporting period are described in the above notes. No other material events have taken place after 31 December 2010. Reference should be made above all to the information in note 41 (Proceedings pending and relations with the authorities - Bank of Italy) regarding the need to ring fence capital to be used exclusively in relation to BancoPosta’s operations. Poste Italiane | Annual Report Notes to the consolidated financial statements I Attestation of the separate and consolidated financial statements 223 Attestation of the separate and consolidated financial statements for the year ended 31 December 2010 pursuant to art. 154-bis of Legislative Decree 58/1998 1. The undersigned, Massimo Sarmi, as Chief Executive Officer, and Alessandro Zurzolo, as Manager responsible for Poste Italiane SpA’s financial reporting, having also taken account of the provisions of art.154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to: – the adequacy with regard to the nature of the Company and – the effective application of the administrative and accounting procedures adopted in preparation of the separate and consolidated financial statements during 2010. 2. In this regard, it should be noted that: 2.1 as highlighted in the Internal Control-Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents the international standard body of generally accepted principles of internal control, as expressly referred to by Confindustria (the main organisation representing Italian manufacturing and services companies) in its Guidelines for the role of Manager responsible for financial reporting pursuant to art.154-bis of the Consolidated Law on Finance, an internal control system, no matter how well designed and implemented, can only provide reasonable, not absolute, assurance that the company’s objectives will be achieved, including true and fair financial reporting; 2.2 a number of activities, including checks on the effective application of administrative and accounting procedures, are in progress. 3. We also attest that: 3.1 the separate and consolidated financial statements: a) have been prepared in compliance with the International Financial Reporting Standards endorsed by the European Union through EC Regulation 1606/2002, issued by the European Parliament and by the Counsel on 19 July 2002; b) are consistent with the underlying accounting books and records; c) give a true and fair view of the financial position and results of operations of the Company and its subsidiaries included in the basis of consolidation. 3.2 the Directors’ Report on Operations includes a reliable operating and financial review of the Company and of the Group, as well as a description of the main risks and uncertainties to which they are exposed. Rome, Italy 7 March 2011 Chief Executive Office Massimo Sarmi Manager responsible for financial reporting Alessandro Zurzolo (This certification has been translated from the original which was issued in accordance with Italian legislation) Consolidated financial statements 224 BOARD OF STATUTORY AUDITORS’ REPORT ON THE POSTE ITALIANE GROUP’S CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 To the General Meeting of Shareholders of Poste Italiane SpA The Poste Italiane group’s consolidated financial statements for the year ended 31 December 2010, which report profit for the year of 1,017,921 thousand euros (903,990 thousand euros for the year ended 31 December 2009), have been prepared by the Parent Company, in accordance with the provisions of EC Regulation 1606/2002, under international financial reporting standards (IFRS). The financial statements consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the notes to the financial statements, accompanied by the Directors’ Report on Operations. The notes provide a clear description of the basis of accounting used, the specific accounting standards chosen and applied, and the impact of related party transactions on the results of operations and the financial position. The statement of financial position format uses the current/non-current distinction, whilst the separate income statement has been prepared using the nature of expense method, and the statement of cash flows using the indirect method. The Board acknowledges that the independent auditors, PricewaterhouseCoopers SpA, issued their opinion on the consolidated financial statements on 21 March 2011. In conclusion, our review of the criteria adopted in the preparation of the consolidated financial statements, with particular reference to the basis of consolidation and the consistent application of accounting standards, did not reveal any significant aspects or information to be included in this Report. Rome, Italy 21 March 2011 THE BOARD OF STATUTORY AUDITORS Silvana Amadori Ernesto Calaprice Francesco Ruscigno Poste Italiane | Annual Report - Chairwoman - Auditor - Auditor Board of Statutory Auditors’ Report | Independent Auditors’ Report 225 INDEPENDENT AUDITORS’ REPORT Consolidated financial statements 226 Poste Italiane | Annual Report Independent Autditors’ Report 227 Consolidated financial statements 228 POSTE ITALIANE SPA SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 STATEMENTS AND NOTES 229 ANNUAL REPORT 2010 230 CONTENTS STATEMENT OF FINANCIAL POSITION 232 INCOME STATEMENT 233 STATEMENT OF COMPREHENSIVE INCOME 234 STATEMENT OF CHANGES IN EQUITY 235 STATEMENT OF CASH FLOWS 236 NOTES TO THE SEPARATE FINANCIAL STATEMENT 237 1. Introduction 237 2. Basis of accounting 238 3. Risk management 251 4. Property, plant and equipment 266 5. Investment property 268 6. Intangible assets 269 7. Investments 270 8. Financial assets 273 9. Other non-current assets 278 10. Trade receivables 279 11. Other current receivables and assets 284 12. Assets and liabilities attributable to BancoPosta 285 13. Cash and cash equivalents 292 14. Non-current assets held for sale 293 15. Share capital 294 16. Shareholder transactions 294 17. Reserves 294 18. Provisions for liabilities and charges 295 19. Staff termination benefits 298 231 20. Financial liabilities 299 21. Trade payables 304 22. Other liabilities 306 23. Revenues from sales and services 310 24. Other income from financial activities 313 25. Other operating income 313 26. Cost of goods and services 315 27. Other expenses from financial activities 317 28. Staff costs 317 29. Depreciation, amortisation and impairments 319 30. Other operating costs 320 31. Finance income/costs 321 32. Income tax expense 322 33. Related party transactions 327 34. Other information 332 35. Events after 31 December 2010 335 ATTESTATION OF THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58/1998 BOARD OF STATUTORY AUDITORS’ REPORT INDEPENDENT AUDITORS’ REPORT 336 337 339 ANNUAL REPORT 2010 232 STATEMENT OF FINANCIAL POSITION ASSETS (€) of which related party transactions 31 December 2010 Non-current assets Property, plant and equipment Investment property Intangible assets Investments Financial assets Deferred tax assets Other non-current assets Total [4] [5] [6] [7] [8] [32] [9] 2,805,563,230 92,023,096 358,346,118 1,017,399,927 1,501,810,890 660,248,178 447,922,075 6,883,313,514 1,017,399,927 980,063,391 1,465,574 2,965,692,335 77,017,157 344,913,756 1,074,632,600 1,013,265,835 550,163,995 494,165,864 6,519,851,542 1,074,632,600 847,533,069 1,465,574 Assets attributable to BancoPosta [12] 39,656,830,000 6,173,454,799 39,512,159,351 6,804,803,566 Current assets Trade receivables Current tax assets Other current receivables and assets Financial assets Cash and cash equivalents Total [10] [32] [11] [8] [13] 3,670,299,839 38,456,667 453,286,099 717,838,969 907,979,930 5,787,861,504 2,346,923,019 77,669 613,642,081 - 3,965,438,745 37,701,684 446,204,856 595,289,454 1,598,563,915 6,643,198,654 2,440,741,256 1,088,964 532,290,150 - Non-current assets held for sale [14] 2,963,967 - 1,285,006 - TOTAL ASSETS 52,330,968,985 31 December 2009 of which related party transactions Note 52,676,494,553 LIABILITIES AND EQUITY (€) of which related party transactions 31 December 2010 [15] [17] 1,306,110,000 (44,430,537) 2,351,545,997 3,613,225,460 - 1,306,110,000 659,587,199 2,111,223,261 4,076,920,460 - Non-current liabilities Provisions for liabilities and charges Staff termination benefits Financial liabilities Deferred tax liabilities Other liabilities Total [18] [19] [20] [32] [22] 365,965,967 1,297,780,519 1,655,077,019 139,270,751 70,152,243 3,528,246,499 30,275,996 371,122,638 - 286,437,335 1,419,160,550 1,823,509,546 345,634,313 72,919,430 3,947,661,174 33,010,996 512,667,533 - Liabilities attributable to BancoPosta [12] 38,077,163,518 340,706,571 37,810,095,612 172,232,170 Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Financial liabilities Total [18] [21] [32] [22] [20] 832,608,654 1,593,339,587 23,254,937 1,536,084,280 3,127,046,050 7,112,333,508 10,321,165 518,854,509 105,152,001 373,062,797 894,482,141 1,652,096,792 65,694,979 1,615,575,988 2,613,967,407 6,841,817,307 13,963,084 493,554,062 98,276,750 492,268,365 Equity Share capital Reserves Retained earnings Total TOTAL LIABILITIES AND EQUITY Poste Italiane | Annual Report 52,330,968,985 31 December 2009 of which related party transactions Note 52,676,494,553 Statement of financial position | Income statement 233 INCOME STATEMENT (€) Note 2010 of which related party transactions 2009 of which related party transactions Revenues from sales and services Other income from financial activities Other operating income Total revenue [23] [24] [25] 9,571,584,813 281,082,134 169,298,042 10,021,964,989 2,967,539,321 16,130,464 9,841,166,028 167,973,157 194,195,191 10,203,334,376 2,924,996,138 22,529,920 Cost of goods and services Other expenses from financial activities Staff costs of which non-recurring costs/(income) Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs Operating profit/(loss) [26] [27] [28] 1,982,576,519 5,488,779 5,820,609,638 (66,319,745) 493,928,305 (9,183,898) 276,446,438 1,452,099,208 722,367,831 31,499,060 7,534,496 2,045,092,280 1,310,700 6,051,933,698 (121,006,911) 504,421,623 (9,908,163) 211,855,645 1,398,628,593 713,752,592 31,400,980 32,956,971 Finance costs Finance income Profit/(Loss) before tax [31] [31] 157,727,593 143,649,699 1,438,021,314 27,691,368 64,193,963 173,978,500 144,524,373 1,369,174,466 33,967,800 105,849,715 Income tax expense of which non-recurring expense/(benefit) PROFIT FOR THE YEAR [32] 708,986,503 729,034,811 - 632,514,327 (52,118,963) 736,660,139 - Financial statements [29] [30] 234 STATEMENT OF COMPREHENSIVE INCOME (€) 2010 2009 729,034,811 736,660,139 [17.1] (860,640,367) (348,048,366) 569,546,591 (31,744,412) [17.1] 86,062,091 33,375,608 3,521,945 (6,204,094) Actuarial gains/(losses) on provisions for staff termination benefits [19.1] 68,866,129 49,848,585 Taxation of items recognised directly in, or transferred from, Equity [32.9] 327,655,094 (183,696,695) Total other components of comprehensive income (692,729,811) 401,271,920 TOTAL COMPREHENSIVE INCOME FOR THE YEAR 36,305,000 1,137,932,059 Profit/(Loss) for the year Available-for-sale financial assets Increase/(Decrease) in fair value during the period Transfers to profit or loss Cash flow hedges Increase/(Decrease) in fair value during the period Transfers to profit or loss Poste Italiane | Annual Report Note Statement of comprehensive income I Statement of changes in equity 235 STATEMENT OF CHANGES IN EQUITY Equity Reserves (€) Balance at 1 January 2009 Share capital Legal reserve Fair value reserve Cash flow hedge reserve Retained earnings/ (Accummulated losses) Total 1,306,110,000 112,311,085 263,467,836 (117,363,240) 1,524,462,720 3,088,988,401 Total comprehensive income for the year - - 366,746,024 (1,614,329) 772,800,364 1,137,932,059 Appropriation of profit to reserves - 36,039,823 - - (36,039,823) - Dividends paid - - - - (150,000,000) (150,000,000) Balance at 31 December 2009 1,306,110,000 148,350,908 630,213,860 (118,977,569) 2,111,223,261 4,076,920,460 Total comprehensive income for the year - - (824,016,935) 81,359,181 778,962,754 (*) 36,305,000 Appropriation of profit to reserves - 38,640,018 - - (38,640,018) - Dividends paid - - - - (500,000,000) (500,000,000) 1,306,110,000 186,990,926 (193,803,075) (37,618,388) 2,351,545,997 3,613,225,460 Balance at 31 December 2010 (*) This item includes profit for the year of 729,035 thousand euros, actuarial gains on provisions for staff termination benefits of 68,866 thousand euros, after the related current tax expense of 18,939 thousand euros. Financial statements 236 STATEMENT OF CASH FLOWS Note 2010 2009 Deposits and cash in hand at beginning of year Profit/(Loss) before tax Depreciation, amortisation and impairments [29] Impairments of investments [7] Net provisions for liabilities and charges [18] Use of provisions for liabilities and charges [18] Staff termination benefits paid [19] (Gains)/Losses on disposals [25] (Gains)/Losses on financial transactions (Dividends) [31] Dividends received (Finance income realised) [31] (Finance income in form of interest) [31] Interest received Interest expense and other finance costs [31] Interest paid Losses and impairments/(Recoveries) on receivables [30] Income tax paid [32] Other changes Cash generated by operating activities before changes in working capital [a] Changes in working capital: (Increase)/Decrease in Trade receivables (Increase)/Decrease in Other receivables and assets Increase/(Decrease) in Trade payables [21] Increase/(Decrease) in Other liabilities Cash generated by/(used in) changes in working capital [b] Increase/(Decrease) in liabilities attributable to BancoPosta Net cash generated by/(used for) financial assets held for trading Net cash generated by/(used for) available-for-sale financial assets (Increase)/Decrease in other assets attributable to BancoPosta Cash generated by/(used for) financial assets and liabilities attributable to BancoPosta [c] Net cash flow from/(for) operating activities [d]=[a+b+c] - of which related party transactions Investing activities: Property, plant and equipment [4] Investment property [5] Intangible assets [6] Investments [7] Other financial assets Cash used for investments in held-to-maturity investments attributable to BancoPosta [12] Disposals: Property, plant and equipment, investment property and assets held for sale Investments [7] Other financial assets Cash generated by investments in held-to-maturity investments attributable to BancoPosta Net cash flow from/(for) investing activities(*) [e] - of which related party transactions Proceeds from/(Repayments of) long-term borrowings (Increase)/Decrease in loans and receivables Increase/(Decrease) in short-term borrowings Dividends paid [16] Net cash flow from/(for) financing activities and shareholder transactions [f] - of which related party transactions Net increase/(decrease) in cash and cash equivalents [g]=[d+e+f] Deposits and cash in hand at end of year [13] 1,598,564 1,438,021 493,928 61,671 440,083 (426,391) (110,223) (63,825) (281,344) (121) 103 (35,810) (102,119) 53,810 152,084 (76,160) 3,554 (747,543) 686 800,404 972,912 1,369,174 504,422 415,889 (319,058) (80,532) (54,893) (70,245) (154) 131 (139,861) 120,343 171,050 (101,609) 27,796 (681,021) 4,183 1,165,615 309,009 16,298 (58,757) (50,395) 216,155 269,648 112,716 (281,413) 747,373 848,324 1,864,883 959,864 (646,133) (126,116) (99,045) 125,082 (746,212) 525,830 1,041,786 (1,504,262) 1,064,366 1,127,720 1,547,123 (2,333,968) (223,968) (469) (155,800) (4,480) (887,604) (2,814,133) (268,955) (288) (184,483) (16,500) (165,687) (3,281,112) 80,146 42 147,622 1,304,091 (2,554,553) (403,925) (167,914) 152,308 514,692 (500,000) (914) (608,445) (690,584) 907,980 76,337 504,739 2,740,493 (595,456) (89,674) (205,555) 145,484 (115,944) (150,000) (326,015) (471,148) 625,652 1,598,564 (€000) (*) This item includes BancoPosta’s portfolio of held-to-maturity investments. Poste Italiane | Annual Report Statement of cash flows I Notes to the separate financial statements 237 NOTES TO THE SEPARATE FINANCIAL STATEMENTS 1 - INTRODUCTION Poste Italiane SpA derives from the conversion of the Public Entity Poste Italiane under Resolution 244 of 18 December 1997 passed by the Interministerial Economic Planning Committee. The Company’s registered office is at Viale Europa 190, Rome (Italy) and it is a wholly owned subsidiary of the Ministry of the Economy and Finance (hereinafter also referred to as the “MEF”). The Company provides a Servizio Postale Universale (the Universal Postal Service, provided under a Universal Service Obligation) in Italy, whilst offering integrated communication, logistics, financial and insurance products and services throughout the country via its national network of around 14,000 post offices. The Company operates in the three segments of Postal Services, Financial Services and Insurance Services, which are supplied by the various business units and Group companies. Postal Services include Mail, Express Delivery, Logistics and Parcels, and Philately. Financial Services regard the activities of BancoPosta listed in art. 2 of Presidential Decree 144 of 14 March 2001, and primarily refer to the collection of public deposits in all their forms, the supply of payment services, foreign currency trading, the promotion and marketing of loans issued by banks and other authorised financial institutions, and the provision of investment services. Poste Italiane SpA increasingly aims to supply integrated services and innovative solutions to the general public, to firms and to Central and Local Government by exploiting its own distribution channels as well as the multiple and complementary competencies of its business units. These financial statements for the year ended 31 December 2010 have been prepared in euros, the currency of the economy in which the Company operates. They consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the following notes. All amounts in the separate financial statements and the notes are shown in thousands of euros, unless otherwise stated. Poste Italiane SpA’s consolidated financial statements are published together with this document. Financial statements 238 2 - BASIS OF ACCOUNTING 2.1 - BASIS OF PREPARATION Poste Italiane SpA prepares its financial statements under the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and adopted by the European Union in EC Regulation 1606/2002 of 19 July 2002, and pursuant to Legislative Decree 38 of 20 February 2005, which introduced regulations governing the adoption of IFRS in Italian law. The term IFRS includes all the International Financial Reporting Standards, International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC, previously known as the Standing Interpretations Committee or SIC), adopted by the European Union and contained in the EU regulations published through to 7 March 2011, the date on which the Board of Directors of Poste Italiane SpA approved these financial statements as part of the Annual Report. Legislative Decree 195 of 6 November 2007, which implemented Directive 2004/109/EC that standardised the transparency requirements relating to the information published by issuers whose financial instruments are traded on a regulated market (the so-called Transparency Directive), has amended Legislative Decree 58 of 24 February 1998 (the Consolidated Law on Finance), introducing the definition “listed issuers whose home Member State is Italy”. Given that Poste Italiane SpA falls within this definition as an issuer of bonds listed on the Luxembourg Stock Exchange, during preparation of this document the CONSOB regulations contained in Resolution 15519 of 27 July 2006 and in Ruling DEM/6064293 of 28 July 2006 were taken into account. The accounting policies adopted reflect the fact that the Company will remain fully operational in the foreseeable future, in accordance with the going concern assumption. The accounting policies are described in note 2.2, and are consistent with those applied in the preparation of the financial statements for the year ended 31 December 2009. The statement of financial position has been prepared on the basis of the current/non-current distinction1. The format of the income statement is based on the nature of expenses. The statement of cash flows has been prepared in accordance with the indirect method2. As required by CONSOB Resolution 15519 of 27 July 2006, each item in the statement of financial position, income statement and statement of cash flows shows the amounts deriving from related party transactions. The income statement also shows, where present, income and expenses deriving from material non-recurring transactions or from nonrecurring events. Taking account of the different nature and the number of transactions carried out by the Company, many items of income and expense of a non-recurring nature may occur with significant frequency. These items of income and expense are only presented separately when they are both of an exceptional nature and were generated by a transaction of a material nature. In order to allow comparison on a like-for-like basis with the amounts for 2010, certain items in the statement of cash flows for the year ended 31 December 2009 have been reclassified, as have amounts in certain notes. At the date of approval of these financial statements, there is no established practice on which to base interpretation and application of a number of new, or revised, international accounting standards. Moreover, the tax authorities have only issued systematic official interpretations for a number of the effects of the tax-related measures contained in Legislative Decree 38 of 20 February 2005, Law 244 of 24 December 2007 (the 2008 Budget Law) and the Ministerial Decree of 1 April 2009, implementing the 2008 Budget Law, which have introduced numerous changes to IRES and IRAP. The financial statements have, therefore, been prepared on the basis of the best currently available knowledge of IFRS and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent years, in accordance with the specific procedures provided for by the related standards. 1. Current assets include assets (such as inventories and trade receivables) that are sold, consumed or realised as part of the normal operating cycle even when they are not expected to be realised within twelve months after the reporting period (paragraph 68, Revised IAS 1). 2. Under the indirect method, net cash from operating activities is determined by adjusting profit/(loss) for the year to reflect the impact of non-cash items, any deferment or provisions for previous or future operating inflows or outflows, and revenue or cost items linked to cash flows from investing or financing activities. Poste Italiane | Annual Report Notes to the separate financial statements 239 2.2 - SUMMARY OF SIGNIFICANT ACCOUNTING STANDARDS AND POLICIES Poste Italiane SpA’s financial statements have been prepared on a historical cost basis, with the exception of certain items that must be measured at fair value. The significant accounting standards and policies are described below. Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. The cost includes any directly attributable costs of making the asset ready for its intended use, and the cost of dismantling and removing the asset to be incurred as a result of legal obligations requiring the asset to be restored to its original condition. Borrowing costs incurred for the acquisition or construction of property, plant and equipment are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the acquisition or construction of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). The costs incurred for routine and/or cyclical maintenance and repairs are recognised directly in the income statement in the year in which they are incurred. The capitalisation of costs attributable to the extension, modernisation or improvement of assets owned by the Company or held under lease is carried out to the extent that they qualify for separate classification as an asset or as a component of an asset, applying the component approach, which states that each component with a different useful life and value is recognised separately. The original cost is depreciated on a straight-line basis from the date the asset is available and ready for use, with reference to the asset’s expected useful life. The useful life and residual value of property, plant and equipment are reviewed annually and adjusted, where necessary, at the end of each year. Land is not depreciated. When a depreciable asset consists of separately identifiable components, with useful lives that are significantly different from those of the other components of the asset, each component is depreciated separately, in application of the component approach, over a period that does not, however, exceed the life of the principal asset. The Company has estimated the following useful lives for the various categories of property, plant and equipment: Category Buildings Structural improvements to own assets Plant Electronic stations Light constructions Equipment Furniture and fittings Electrical and electronic office equipment Motor vehicles Leasehold improvements Other assets (*) Years 33 20 5-10 6 10 8 8 5 4-5 estimated lease term (*) 3-5 Or the useful life of the improvement if shorter than the estimated lease term. Property assets and the related fixed plant and machinery located on land held under concession or sub-concession, which is to be handed over free of charge to the grantor at the end of the concession term, are accounted for, on the basis of the type of asset, in property, plant and equipment and depreciated on a straight-line basis over the shorter of the useful life of the asset and the residual concession term. Gains and losses deriving from the disposal or retirement of an asset are determined as the difference between the disposal proceeds and the net carrying amount of the asset retired or sold, and are recognised in the income statement in the year the transaction takes place. Financial statements 240 Investment property Investment property regards land or buildings held to earn rentals or for capital appreciation or both, thus producing cash flows that are largely separate from other assets. The same accounting standards and policies are applied to investment property as those applied to property, plant and equipment. Intangible assets An intangible asset is an identifiable non-monetary asset without physical substance, which is controlled by the Company and from which future economic benefits are expected to flow to it. Intangible assets are recognised at cost, including any directly attributable costs of making the asset ready for its intended use, less accumulated amortisation, where applicable, and any accumulated impairment losses. Borrowing costs incurred for the development of intangible assets are recognised as an expense in the period in which they are incurred (with the exception of borrowings costs directly attributable to the development of a qualifying asset, in which case the borrowings costs are capitalised as part of the cost of that asset). Amortisation is applied from the date the asset is ready for use and is provided systematically on the basis of the remaining useful life of the asset, or its estimated useful life. The costs of acquiring industrial patents, intellectual property rights, licences and similar rights are capitalised. Amortisation is applied on a straight-line basis, in order to allocate the purchase cost over the shorter of the expected useful life and the related contract term from the date the right may be exercised. Amortisation is calculated on the basis of the estimated useful life of the software, which is as a rule three years. Leased assets Assets held under finance leases, where the risks and rewards of ownership are substantially transferred to the Company, are recognised at fair value or, if lower, at the present value of the minimum lease payments. The corresponding liability, represented by the capital element of future lease payments, is recognised in the statement of financial position as a financial liability. These assets are depreciated applying the same policies and rates previously described for property, plant and equipment. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Impairment of assets At the end of each reporting period, the Company reviews the value of its property, plant, equipment and intangible assets with finite lives to assess whether there is any indication that an asset may be impaired. If any indication exists, the Company estimates the recoverable amount of the asset in order to determine the impairment loss to be recognised in the income statement. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use, represented by the present value of the future cash flows expected to be derived from the asset. In calculating value in use, future cash flow estimates are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the business. The realisable value of assets that do not generate separate cash flows is determined with reference to the cash generating unit to which the asset belongs. An impairment loss is recognised for the amount by which the carrying amount of the asset, or the cash generating unit to which it belongs, exceeds its recoverable amount. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised and had depreciation or amortisation been charged. Poste Italiane | Annual Report Notes to the separate financial statements 241 Investments Investments in subsidiaries and associates are accounted for at cost (including any directly attributable incidental expenses), after adjustment for any impairments. Investments in subsidiaries and associates are tested annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment is recognised in the income statement as an impairment loss. When an impairment no longer exists, the carrying amount of the asset is reinstated and the reversal recognised in the income statement. The reversal must not exceed the carrying amount that would have been determined had no impairment loss been recognised. Financial instruments Financial instruments include financial assets and liabilities that are classified on initial recognition, based on the business purpose for which they were acquired. Purchases and sales of financial instruments are recognised in each category on the transaction date, representing the date on which the Company commits to purchase or sell the asset, or, in the case of the BancoPosta’s operations, at the settlement date3 that almost always coincides with the transaction date. Changes in fair value between the transaction date and the settlement date are, in any event, recognised in the financial statements. Financial assets On initial recognition, financial assets are classified in one of the following four categories and accounted for as follows: • Financial assets at fair value through profit or loss This category includes: (a) financial assets held for trading, (b) those that qualify for designation at fair value through profit or loss on initial recognition, and (c) derivative instruments, with the exception of the effective portion of those designated as cash flow hedges. Financial assets in this category are accounted for at fair value and changes during the period of ownership are recognised in profit or loss. Financial instruments in this category are classified as short-term if they are “held for trading” or if they are expected to be realised within twelve months of the end of the reporting period. Derivative instruments are treated as assets and liabilities depending on whether the fair value is positive or negative. Fair value gains and losses on outstanding transactions with the same counterparty are offset, where contractually permitted. • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and primarily regard amounts due from customers, including trade receivables. They are included in current assets, except for maturities greater than twelve months after the end of the reporting period, which are classified as non-current assets. These assets are carried at amortised cost4 using the effective interest method. If there is objective evidence of an impairment, a provision for impairment is established on the basis of the present value of estimated future cash flows. The resulting impairment loss is recognised in the income statement. When an impairment no longer exists, the carrying amount of the asset is reinstated on the basis of the value that would have resulted from application of the amortised cost method. The estimation procedure adopted in determining provisions for doubtful debts primarily reflects the identification and measurement of elements resulting in specific reductions in the value of individually significant assets. Financial assets with similar risk profiles are subsequently measured collectively, taking account, among other things, of the age of the receivable, the nature of the counterparty, past experience of losses and collections on similar positions and information on the related markets. • Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and maturities that the Company has a positive intention and ability to hold to maturity. These assets are carried at amortised cost using the effective interest method, adjusted to reflect any impairment loss. The same policies as described in relation to loans and receivables are applied if there is an impairment. 3. This is possible for transactions carried out on organised markets (the so-called “regular way”). 4.The amortised cost of a financial asset or liability means the amount recognised initially, less principal repayments and plus or minus accumulated amortisation, using the effective interest method, of the difference between the initial amount and the maturity amount, after reductions for impairment and insolvency. The effective interest rate is the rate that exactly discounts contractual (or expected) future cash payments or receipts over the expected life of the asset or liability to its initial carrying amount. Calculation of amortised cost must also include external costs and income directly attributable to the asset or liability on initial recognition. Financial statements 242 • Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial instruments that are either designated in this category or not attributable to any of the other categories described above. These financial instruments are recognised at fair value and any resulting fair value gains or losses are recognised in an Equity reserve. This reserve is only recycled through profit or loss when the financial asset is effectively disposed of (or extinguished) or, in the event of accumulated losses, when there is evidence that the impairment recognised in Equity cannot be recovered. Solely in the case of debt securities, if the fair value subsequently increases as the objective result of an event that took place after the impairment loss was recognised in the income statement, the value of the financial instrument is reinstated and the reversal recognised in the income statement. Moreover, the recognition of returns on debt securities under the amortised cost method takes place through profit or loss, as do the effects of movements in exchange rates, whilst movements in exchange rates relating to available-for-sale equity instruments are recognised in a specific Equity reserve. The classification of an asset as current or non-current depends on the strategic choice regarding how long to hold the asset and its effective negotiability. As a result, financial instruments expected to be realised within twelve months of the end of the reporting period are classified as current assets. Financial assets are derecognised when the Company no longer has the right to receive cash flows from the investment and it has substantially transferred all the related risks and rewards and control. Financial liabilities Financial liabilities, including borrowings, trade payables and other payment obligations, are carried at amortised cost using the effective interest method. If there is a change in the expected cash flows and they can be reliably estimated, the value of borrowings is recalculated to reflect the change on the basis of the present value of estimated future cash flows and the internal rate of return initially applied. Financial liabilities are classified as current liabilities, unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. Financial liabilities are derecognised on settlement or when the Company has substantially transferred all the related risks and rewards. Derivative financial instruments Derivatives are initially recognised at fair value on the date the derivative contract is entered into and if they do not qualify for hedge accounting. Gains and losses arising from changes in fair value after initial recognition are accounted for as finance income or finance costs in the income statement for the period. If, on the other hand, derivative financial instruments qualify for hedge accounting, gains and losses arising from changes in fair value after initial recognition are accounted for in accordance with the specific policies described below. The Company documents the relationship between each hedging instrument and the hedged item, as well as its risk management objective, the strategy for undertaking the hedge transaction and the methods used to assess effectiveness. Assessment of whether the hedging derivative is effective takes place both at inception of the hedge and on an ongoing basis. • Fair value hedges Both changes in the value of fair value hedges and changes in the value of the hedged item are recognised in profit or loss when the hedge regards recognised assets or liabilities or an unrecognised firm commitment5. When the hedging transaction is not fully effective, resulting in differences between the above changes, the ineffective portion represents a loss or gain recognised separately in other components of comprehensive income for the period. • Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges6 after initial recognition are recognised in a specific Equity reserve (Cash flow hedge reserve). A hedging transaction is general- 5. Fair value hedge: a hedge of the exposure to a change in fair value of a recognised asset or liability or of an unrecognised firm commitment attributable to a particular risk, and that could have an impact on profit or loss. Poste Italiane | Annual Report Notes to the separate financial statements 243 ly considered highly effective if, both at inception of the hedge and on an ongoing basis, changes in the expected future cash flows of the hedged item are substantially offset by changes in the fair value of the hedging instrument. Amounts accumulated in Equity are reclassified to profit or loss in the periods when the hedged item will affect profit or loss. In the case of hedges associated with a highly probable forecast transaction (such as, the forward purchase of fixed income debt securities), the reserve is reclassified as a gain or a loss in profit or loss for the period or in the periods in which the asset or liability, subsequently accounted for and connected to the above transaction, will affect profit or loss (as, for example, an adjustment to the return on the security). If the hedging transaction is not fully effective, the gain or loss arising from a change in fair value relating to the ineffective portion is recognised in profit or loss for the period. If, during the life of the derivative, the forecast hedged transaction is no longer expected to occur, the related gains and losses accumulated in the Cash flow hedge reserve are immediately taken to profit or loss for the period. On the other hand, when a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the related gains and losses accumulated in the Cash flow hedge reserve at that time remain in Equity and are recognised in profit or loss at the same time as the original underlying transaction. Determining the fair value of financial instruments The fair value of financial instruments traded in active markets is based on quoted market prices (bid prices) at the end of the reporting period. The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers and on valuation techniques primarily based on objective financial variables, as well as by taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments. Income tax expense The charge for current income tax expense (both IRES, or corporation tax, and IRAP, or regional tax) is based on taxable profit for the period and the related regulations, applying the rates in force. Deferred tax assets and liabilities are calculated on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts, using tax rates that are expected to apply when the related deferred tax assets are realised or the deferred tax liabilities are settled. Deferred tax assets and liabilities are not recognised if the temporary differences derive from investments in subsidiaries, where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Moreover, under IAS 12, deferred tax liabilities are not recognised on goodwill deriving from a business combination. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Current and deferred taxes are recognised in the income statement, with the exception of taxes charged or credited directly to Equity. In this case the tax effect is recognised directly in the specific item in Equity. Current and deferred tax assets and liabilities are offset when they are applied by the same tax authority to the same taxpaying entity, which has the legally exercisable right to offset the amounts recognised, and when the entity intends to exercise this right. As a result, even if accounted for in liabilities, tax liabilities accruing in interim periods that are shorter than the tax year are not offset against the matching assets deriving from withholding tax or advances paid. The Company’s tax expense and its accounting treatment reflect that effects deriving from the fact that Poste Italiane SpA has adopted a tax consolidation arrangement, which it has elected to apply in accordance with the related law together with the following subsidiaries: Poste Vita SpA, SDA Express Courier SpA and Mistral Air Srl. The tax consolidation arrangement is governed by Group regulations based on the principles of neutrality and equality of treatment, which are intended to ensure that the companies included in the tax consolidation are in no way penalised as a result. Following adoption of the tax consolidation arrangement, Poste Italiane SpA posts its IRES tax expense to income taxes for the period, after adjustments to take account of the positive or negative impact of consolidation adjustments. Should the 6. A hedge of the exposure to the variability of cash flows attributable to a particular risk associated with an asset or liability or with a highly probable forecast transaction, and that could have an impact on profit or loss. Financial statements 244 reductions or increases in tax expense deriving from such adjustments be attributable to the companies included in the tax consolidation, to which the positive or negative income components adjusted in the process of consolidation refer, Poste Italiane SpA shall attribute such reductions or increases in tax expense to the above companies. 50% of the economic benefit deriving from tax losses for the period transferred to the Company from companies included in the tax consolidation is passed on to these companies by Poste Italiane SpA. The remaining benefit is covered by specific provisions for tax consolidation losses, which is offset by a corresponding reduction in tax liabilities and attributed to the companies that generated such benefit, should there be reasonable certainty that such companies will produce sufficient future taxable income to enable them to recover the related deferred tax assets, had they not been included in the tax consolidation. Should such conditions not occur, the provisions, which represent the Company’s potential debt to its subsidiaries, will be taken to Poste Italiane SpA’s income statement as a tax consolidation gain. Consolidated tax expense is determined on the basis of the tax expense or tax losses for the period for each company included in the consolidation, taking account of any withholding tax or advances paid. Other taxes not related to income are included in Other operating costs. Inventories Inventories are valued at the lower of cost and net realisable value. The cost of fungible assets and goods for resale is calculated using the weighted average cost formula. In the case of non-fungible assets cost is measured on the basis of the specific cost of the asset at the time of purchase. The above costs are adjusted, if necessary, by provisions for obsolete or slow moving stock. When the circumstances that previously led to recognition of the above provisions no longer exist, or when there is a clear indication of an increase in the net realisable value, the provisions are fully or partly reversed, so that the new carrying amount is the lower of cost and net realisable value at the end of the reporting period. Assets are not, however, accounted for in the statement of financial position when the Company has incurred an expense so that, based on the best information available at the date of preparation of the financial statements, it is deemed unlikely that the economic benefits will flow to the Company after the end of the reporting period. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2010 Poste Italiane SpA has temporarily deposited with the MEF and other highly liquid short-term investments with original maturities of ninety days or less. Current account overdrafts are accounted for in current liabilities. Non-current assets held for sale This category refers to non-current assets or assets included in disposal groups where the carrying amount is to be recovered primarily through a sale transaction rather than through continued use. Assets held for sale are accounted for at the lower of the net carrying amount and fair value less costs to sell. When a depreciable asset is reclassified in this category, the depreciation process is halted at the date of the reclassification. Equity Share capital The share capital is represented by the Company’s subscribed and paid-up capital. Incremental costs directly attributable to the issue of new shares are recognised as a reduction of the share capital, net of any deferred tax effect. Poste Italiane | Annual Report Notes to the separate financial statements 245 Reserves These regard capital or revenue reserves established for a specific purpose. They include, among others, the Fair value reserve, relating to items recognised at fair value through Equity, and the Cash flow hedge reserve, deriving from recognition of the effective portion of hedging instruments outstanding at the end of the reporting period Retained earnings This item includes the portion of profit for the period and for previous periods that was neither distributed nor taken to reserves or used to cover losses, and actuarial gains and losses deriving from the calculation of the liability for staff termination benefits. This item also includes transfers from other equity reserves, when they have been released from the restrictions to which they were subject. Provisions for liabilities and charges Provisions for liabilities and charges represent provisions for liabilities or losses that are either likely or certain to be incurred, but that are uncertain as to the amount or as to the date on which they will arise. Provisions for liabilities and charges are made when the Company has a present (legal or constructive) obligation as a result of a past event, and it is more likely than not that an outflow of resources will be required to settle the obligation. Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the obligation. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the type of liability concerned. Liabilities that may only possibly give rise to an outflow of resources are reported in a specific section of the notes on contingent assets and liabilities and no provisions are made. When, in extremely rare cases, disclosure of some or all of the information regarding the liabilities in question can be expected to prejudice seriously the Company’s position in a dispute or in ongoing negotiations with other parties, the Company exercises the option granted by the relevant accounting standards to provide more limited disclosure. Employee benefits Post-employment benefits are of two types: defined contribution plans and defined benefit plans. Under defined contribution plans the contributions paid by the Company are recognised in the income statement when incurred, based on the related face value. Under defined benefit plans, given that the benefit to be paid can only be quantified after the termination of employment, the related impact on the income statement and statement of financial position is recognised on the basis of actuarial calculations. Post-employment benefits: defined benefit plans Defined benefit plans include staff termination benefits payable to employees pursuant to article 2120 of the Italian Civil Code. Benefits vesting up to 31 December 20067, which are covered by the reform of supplementary pension provision, must, from 1 January 2007, be paid into a supplementary pension fund or into a Treasury Fund set up by INPS. A company’s liabilities deriving from defined benefit plans thus only regard provisions made up to 31 December 20067. The liability represents the present value of the defined benefit obligation at the end of the reporting period, calculated using the projected unit credit method to take account of the time that will pass before effective payment of the benefits. Calculation of the liability recognised in the financial statements is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions. These primarily regard the use of interest rates, reflecting market yields on government securities with terms to maturity approximating to the terms of the related obligation, and staff turnover. Given that the Company is not liable for staff termination benefits accruing after 31 December 20067, the actuarial calculation of staff termination benefits no longer takes 7. Where, following entry into effect of the new legislation, the employee has not exercised any option regarding the investment of vested staff termination benefits, the Company has remained liable to pay the benefits until 30 June 2007, or until the date, between 1 January 2007 and 30 June 2007, on which the employee exercised a specific option. Where no option was exercised, from 1 July 2007 vested staff termination benefits have been paid into a supplementary pension fund. Financial statements 246 account of future rises in salary. Actuarial gains and losses are recognised at the end of each reporting period, based on the difference between the carrying amount of the liability and the present value of the Company’s obligations at the end of the period, due to changes in the above actuarial assumptions. These gains and losses are recognised directly in Equity. Termination benefits and incentive schemes: defined contribution plans Termination benefits are recognised in liabilities when the Company is demonstrably committed to terminating the employment of an employee or group of employees before the normal retirement date, and to providing termination benefits to the employee or group of employees as a result of an offer made to encourage voluntary redundancy. The above benefits are recognised immediately in Staff costs as they are not capable of generating future economic benefits for the Company. Foreign currency translation Foreign currency transactions are translated into the presentation currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Revenue recognition Revenue is recognised at the fair value of the consideration received, net of rebates and discounts, and in accordance with the accruals basis of accounting. Revenue from the rendering of services is recognised when it can be reliably measured on the basis of the stage of completion of the transaction. Revenue from activities carried out in favour of or on behalf of the State is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, and in relation to amounts allocated in government budgets. Remuneration of deposits with the MEF of funds deriving from current account deposits are recognised on a time proportion basis, using the effective interest method. This income is classified in Revenues from ordinary activities. The same classification is applied to income from euro area government securities, in which deposits paid into current accounts by private customers are invested. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer. Government grants Government grants are recognised on a time proportion basis in direct correlation with the costs incurred, once they have been formally allocated to the Company by the public entity concerned. Grants related to income are recognised in the income statement as other operating income or as a direct adjustment of the cost item to which they refer, whilst grants related to assets are recognised as a direct adjustment of the carrying amount of the asset. Finance income and costs Finance income and costs are recognised on a time-proportion basis, using the effective interest method. Dividends Dividends are recognised when the right to receive payment is established, which generally corresponds with approval of the distribution by the General Meeting of shareholders of the investee company. Related parties Related parties refer to Poste Italiane SpA’s direct and indirect subsidiaries and associates. Related parties regard the parent, the MEF, entities controlled by the MEF, and the Company’s key management personnel. The State and other Poste Italiane | Annual Report Notes to the separate financial statements 247 Public Sector entities, other than the MEF and the entities it controls, are not classified as related parties. Related party transactions do not include those deriving from financial assets and liabilities represented by instruments traded on organised markets. New accounting standards and interpretations applied from 1 January 2010 The following accounting standards, amendments and interpretations are applicable from 1 January 2010, but their adoption has not resulted in any change to the presentation or measurement of items in Poste Italiane SpA’s financial statements: • IFRIC 12 - Service Concession Arrangements, adopted by EC Regulation 254 of 25 March 2009; • IAS 27 - Consolidated and Separate Financial Statements, adopted by EC Regulation 494 of 3 June 2009; • IFRS 3 - Business Combinations, adopted by EC Regulation 495 of 3 June 2009; • IFRIC 16 - Hedges of a Net Investment in a Foreign Operation, adopted by EC Regulation 460 of 4 June 2009; • IFRIC 15 - Agreements for the Construction of Real Estate, adopted by EC Regulation 636 of 22 July 2009; • Amendment to IAS 39 - Exposures Qualifying for Hedge Accounting, and Change to IAS 39 - Financial Instruments: Recognition and Measurement, adopted by EC Regulation 839 of 15 September 2009; • Revised version of IFRS 1 - First-time Adoption of International Financial Reporting Standards, adopted by EC Regulation 1136 of 25 November 2009; • IFRIC 17 - Distribution of Non-cash Assets to Owners, adopted by EC Regulation 1142 of 26 November 2009; • IFRIC 18 - Transfers of Assets from Customers, adopted by EC Regulation 1164 of 27 November 2009; • Improvements to IFRS, adopted by EU Regulation 243 of 23 March 2010; • Changes to IFRS 2 - Share-based Payment, adopted by EU Regulation 244 of 23 March 2010; • Changes to IFRS 1 - Additional Exemptions for First-time Adopters, adopted by EU Regulation 550 of 23 June 2010. New accounting standards and interpretations not yet effective The following accounting standards and amendments are effective from 1 January 2011: • Change to IAS 32 - Financial Instruments: Presentation, adopted by EU Regulation 1293 issued on 23 December 2009; • Change to IFRS 1 - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters and Change to IFRS 7 - Financial Instruments: Disclosures, adopted by EU Regulation 574 issued on 30 June 2010; • Changes to 24 - Related Party Disclosures and Change to IFRS 8 - Operating segments, adopted by EU Regulation 632 issued on 19 July 2010; • Changes to IFRIC 14 - Prepayments of a Minimum Funding Requirement, adopted by EU Regulation 633 issued on 19 July 2010. • IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments and Change to IFRS 1 - First-time Adoption of Financial Reporting Standards, adopted by EU Regulation 662 issued on 23 July 2010. In addition, EU Regulation 149/2011 was published on 18 February 2011. This regulation has adopted a number of improvements to International Financial Reporting Standards to be applied from 1 January 2011. At the date of approval of these financial statements, the IASB has issued the following accounting standards, interpretations and amendments, which have yet to be endorsed by the European Union and which, in certain cases, are still at the consultation stage: • IFRS 9 - Financial Instruments, as part of the review of the existing IAS 39; • a number of Exposure Drafts (EDs), also issued as part of the review of the existing IAS 39, regarding Amortised Cost and Impairment, the Fair Value Option for Financial Liabilities and Hedge Accounting; • Exposure Draft (ED) “Measurement of Non-financial Liabilities” as part of the review of the existing IAS 37 regarding the recognition and measurement of provisions, contingent liabilities and contingent assets; Financial statements 248 • Exposure Draft (ED) “Presentation of Financial Statements: Other Items of Comprehensive Income”; • Exposure Draft (ED) “Revenue from Contracts with Customers” as part of the review of the existing IAS 11 and IAS 18, regarding revenue recognition; • Exposure Draft (ED) “Insurance Contracts” as part of the review of the existing IFRS 4, regarding the accounting treatment of insurance contracts; • Exposure Draft (ED) “Leases” as part of the review of the existing IAS 17, regarding the accounting treatment of leases; • Exposure Draft (ED) “Income Taxes: Deferred Tax: Recovery of Underlying Assets”. The potential impact on Poste Italiane SpA’s financial reporting of the accounting standards, amendments and interpretations due to come into effect is currently being examined and assessed. 2.3 - USE OF ESTIMATES Preparation of the separate financial statements requires management to apply accounting standards and methods that are at times based on complex judgements and estimates, linked to historical experience, and assumptions that are considered reasonable and realistic under the related circumstances. Use of these estimates and assumptions influences the amounts reported in the financial statements, with reference to the statement of financial position, the income statement, the statement of comprehensive income and the statement of cash flows, as well as the notes. The actual amounts of items for which the above estimates and assumptions have been applied may diverge from those reported in previous financial statements, due to uncertainties regarding assumptions and the conditions on which estimates are based. The estimates and assumptions are periodically reviewed and the impact of any changes reflected in the financial statements for the period in which the estimated is revised, if the revision only influences the current period, or also in future periods if the revision influences the current and future periods. This section provides a description of accounting treatments that, more than others, require the use of subjective estimates and for which a change in the conditions underlying the assumptions used could have a material impact on the Company’s financial statements. Revenues and receivables due from the State Revenue from activities carried out in favour of or on behalf of the State and Public Sector entities is recognised on the basis of the amount effectively accrued, with reference to the laws and agreements in force, taking account, in any event, of the instructions contained in legislation regarding the public finances. Whilst awaiting renewal of agreements with the tax authorities that expired in 2007, in 2010 Poste Italiane SpA continued to provide the related delegated services as normal. Revenue recognition is based on the tariffs established in the previous agreements and which it is reasonable to expect will be confirmed, or on the lower tariffs inferred from the state of negotiations with the relevant public sector customer. At 31 December 2010, receivables due to the Company from the MEF and the Cabinet Office amount to approximately 1.85 billion euros. This amount consists of: • receivables of over 854 million euros in the form of Universal Service Obligation (USO) subsidies. Of this amount, collection of approximately 770 million euros will only be possible following formalisation of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011; • receivables of approximately 606 million euros in the form of publisher tariff subsidies. Of this amount, approximately 310 million euros in subsidies for the years from 2001 to 2007 are to be received in instalments in accordance with a specific Cabinet Office Decree, which has established that collection is to take place on a straight-line basis between 2010 and 2016. This receivable has been accounted for at present value. There is no specific evidence that the remaining amount has been budgeted for in full by the government and, during 2010, the Cabinet Office moved the date for fixing the exact amount of subsidies payable from August 2009 to March 2010, whilst awaiting the outcome of the work of a Poste Italiane | Annual Report Notes to the separate financial statements 249 special interministerial committee; • further receivables of 390 million euros due from the MEF, in relation to payment of interest on the Company’s mandatory deposits with the Ministry, for the provision of treasury services, for the distribution of euro converters and for electoral subsidies. No provision has been made in the government’s budget for the last two items. Of the total amount receivable, with a face value of over 1.85 billion euros, in the case of approximately 275 million euros either no provision has been made in the government’s budget or there is no legislation establishing the procedures for payment of Poste Italiane SpA, whilst the collection of approximately 1,080 million euros will take place in instalments or has been deferred. The increase in these receivables over time means that Poste Italiane SpA has to finance growing amounts of working capital, with a negative impact on cash flow management and the related returns. Given that it is not currently possible to forecast when and how the receivables will be paid by the various Public Sector entities, without prejudice to the Company’s full entitlement and related rights, provisions for doubtful debts due from the parent, the MEF, at 31 December 2010 reflect the best estimate based on the circumstances and the financial impact of the above situation. In the past, changes to the relevant legislation have been introduced after the end of the reporting period, resulting in changes to estimates and influencing the income statement. The above circumstances mean that management cannot exclude the possibility that, as a result of future legislation or the negotiations currently underway, the operating results for reporting periods after the year ended 31 December 2010 will reflect changes to the estimates in question. Provisions The Company makes provisions for potential liabilities deriving from disputes with staff, suppliers, third parties and, in general, for liabilities deriving from present obligations. Among other things, these provisions cover the liabilities that could result from legal action relating to fixed-term contracts. In this regard, in November 2010 the so-called “Collegato lavoro” legislation was enacted. Among other things, this law has made the “Compulsory” attempt at Conciliation in labour disputes (art. 31) optional and introduced a time limit of 60 days (which will, however, following a recent amendment, enter into effect from 1 January 2012) from the date of termination of employment for appeals against dismissal, and a cap on compensation payable to an employee in the event of “courtimposed conversion” of a fixed-term contract (art. 32). With regard to claims resulting from the conversion of a fixed-term contract, the courts may now award claimants between a minimum of 2.5 and a maximum of 12 months pay (regardless of the duration of the proceedings), which is reduced to 6 for companies that implement recruitment lists also applicable to the permanent employment of workers formerly on fixed-term contracts. At 31 December 2010 this important reform, which is also applicable to ongoing legal actions, has resulted in a review of the Company’s provisions. In the course of the disputes in question, the plaintiffs have at times attempted to seize the Company’s liquidity, and an estimate of the liabilities linked to this factor is included in the calculation of the related provisions. Determination of the provisions involves the use of estimates based on current knowledge of factors that may change over time, potentially resulting in outcomes that may be significantly different from those taken into account when preparing the separate financial statements. Measurement of assets that have indefinite useful lives Non-current assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Testing for the above indicators requires the use of subjective judgements based on the information available within the Company and in the market, and on historical experience. Moreover, when an impairment is recognised the Company calculates the entity of the impairment using appropriate measurement techniques. The correct identification of events or changes in circumstances indicating an impairment, and the estimates used in their calculation, are linked to factors that may change over time, with a resulting impact on the measurements and estimates performed. The current economic Financial statements 250 and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2010 the fair value of the Poste Italiane SpA’s operating properties was significantly higher than their carrying amount. In determining the net carrying amount of operating Land and Buildings, the Company also took account of any indications that these assets may be impaired. In this regard, and with particular reference to properties used as post offices and Sorting Centres, Poste Italiane SpA’s Universal Service Obligation was taken into account. The process thus took account of the inseparability of the cash flows generated by the large number of properties that provide this service, which the Company is required to operate throughout the country regardless of the expected profitability of each location. The unique nature of the operating processes involved and the substantial overlap between postal and financial activities within the same outlets, represented by post offices, were also taken into consideration. On this basis, the value in use of the Company’s operating Land and Buildings is relatively unaffected by changes in the commercial value of the properties concerned and, under particularly critical market conditions, certain properties may have values that are significantly higher than their mere commercial value, without this having any negative impact on the Company’s cash flows or overall earnings. Depreciation and amortisation of Property, plant and equipment and Intangible assets The cost of these assets is depreciated or amortised on a straight-line basis over the estimated useful life of the asset. The useful life is determined at the time of purchase and based on historical experience of similar investments, market conditions and expectations regarding future events that may have an impact, including new technologies. The effective useful life may, therefore, differ from the estimated useful life. The Company periodically assesses changes in technology and in the industry, in dismantling costs and in the recoverable amount of assets in order to update their residual useful lives. This periodic update may lead to changes in the depreciation or amortisation period and thus in charges for depreciation or amortisation in the current and in future years. In the case of assets located on land held under concession or sub-concession, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Deferred tax assets Accounting for deferred tax assets is based on expectations of taxable income in future years. Assessments of expected taxable income to be used in order to account for deferred taxes depend on factors that may change over time, with a significant impact on the measurement of this component of the statement of financial position. Provisions for doubtful debts Provisions for doubtful debts reflect estimated losses on receivables, taking account, in the case of specific items receivable from Public Sector entities, of legislation restricting public spending. Provisions for expected losses reflect the estimated credit risk associated with historical experience of similar receivables, an analysis of past due items (both current and historical), losses and collections, and monitoring of the current and future economic conditions in the related markets. Fair value of unquoted financial instruments The fair value of financial instruments that are not traded on an active market is based on prices quoted by external dealers, or on internal valuation techniques that result in an estimate of what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations. The Company uses valuation models based primarily on financial variables taken from the market, taking account, where possible, of prices in recent transactions and quoted market prices for substantially similar instruments, and of any related credit risk. Poste Italiane | Annual Report Notes to the separate financial statements 251 Staff termination benefits Calculation of staff termination benefits is carried out by independent actuaries. The calculation takes account of vested termination benefits for the period of service to date and is based on actuarial assumptions of both a demographic and economic and financial nature. These assumptions, which are based on the Company’s experience and relevant best practices, are subject to periodic reviews. 3 - RISK MANAGEMENT Definition and optimisation of Poste Italiane SpA’s financial structure, over both the short and medium/long term, and management of the related cash flows is the responsibility of the Company’s Finance department, acting in accordance with the general guidelines established by governance bodies. Management of Poste Italiane SpA’s finances primarily regards BancoPosta’s operations as governed by Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out in the Company’s own name but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation, and the management of collections and payments in the name and on behalf of third parties, as well as the funding of assets and the investment of its own liquidity. In compliance with the 2007 Budget Law, from that year Poste Italiane SpA has been required to invest the funds raised as a result of postal current account deposits made by private customers in euro area government securities, whilst the postal current account deposits of Public Sector customers have continued to be deposited with the MEF. In 2010 BancoPosta was engaged in reinvesting the funds deriving from maturing government securities and in the trading of securities designed to progressively match the maturity profile of the portfolio with the new investment model approved by the Board of Directors in April. This new investment profile is, among other things, based on the results of continuous monitoring of the performance of postal current account deposits, and on an updated statistical/econometric model of deposits developed by a leading consulting firm. This model forms the basis of the Company’s investment policy with the aim of mitigating exposure to interest rate and liquidity risk by predicting potential gaps emerging as a result of the need to reconcile risk exposure with the necessity of earning returns linked to the market interest rate curve. Poste Italiane SpA’s own liquidity is managed in accordance with investment guidelines approved by the Board of Directors, which require the Company to invest in instruments such as government securities, high-quality corporate or bank bonds and term bank deposits. Liquidity is also deposited in postal current accounts, with the resulting deposits subject to the same requirements as apply to the investment of deposits by private current account holders (note 12.7). Balanced financial management and monitoring of the main risk/return profiles is carried out by organisational structures operating separately and independently. In addition, specific processes are in place governing the assumption, management and control of financial risks, including via the progressive introduction of appropriate information systems. From an organisational viewpoint, the model consists of: • a Finance Committee, which oversees Poste Italiane SpA’s financial strategy, based on indicators referring to internal planning and the external economic/financial cycle. The Committee meets at least on a quarterly basis and is a specialist body that advises on the analysis and identification of investment and disinvestment opportunities; • a Risk Measurement and Control function carried out by an appropriate function that operates on the basis of the organisational separation of risk assessment from risk management activities. Where necessary, this function coordinates its activities with similar functions established within subsidiaries. The results of these activities are examined by a Financial Risk Committee, which meets at least every three months and is responsible for carrying out an integrated assessment of the main risk profiles. The risk environment is defined on the basis of the framework established by IFRS 7, which distinguishes between four main types of risk (a non-exhaustive classification): Financial statements 252 • • • • market risk; credit risk; liquidity risk; cash flow interest rate risk. Market risk regards: • price risk: this is the risk that the value of a financial instrument fluctuates as a result of market price movements, including both movements deriving from factors specific to the individual instrument or their issuer, and factors that influence all instruments traded on the market; • foreign exchange risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in exchange rates for currencies other than the presentation currency; • fair value interest rate risk: this is the risk that the value of a financial instrument fluctuates as a result of movements in market interest rates. In constructing the Risk Model adopted in order to monitor credit, liquidity and cash flow interest rate risks, the Company has also taken account of the authoritative regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that the Company is not required to apply such standards. MARKET RISK Price risk This type of risk regards financial assets that the Company has classified as “Available-for-sale” (AFS) or “Held for trading” and certain derivative financial instruments where changes in value are recognised in profit or loss. The following sensitivity analysis relates to the principal positions potentially exposed to fluctuations in value, excluding certain minor items not traded on an active market. The amounts accounted for in the financial statements at 31 December 2009 and 31 December 2010 were subjected to a stress test, based on historical volatility during the years in question, which was held to be representative of potential market movements. The principal financial assets subject to price risk and the results of the analysis are shown in the following table. Poste Italiane | Annual Report Notes to the separate financial statements 253 The relevant items (note 8.4) regard investments in equity instruments and available-for-sale (AFS) shares in equity funds. 3.1 - Market risk - Price Change in value Pre-tax profit Equity reserves Date of reference of the analysis Position +Vol -Vol +Vol -Vol +Vol -Vol 2009 effects Available-for-sale financial assets Equity instruments Other investments Variability at 31 December 2009 61,470 3,271 64,741 15,563 587 16,150 (15,563) (587) (16,150) - - 15,563 587 16,150 (15,563) (587) (16,150) 2010 effects Available-for-sale financial assets Equity instruments Other investments Variability at 31 December 2010 25,849 3,830 29,679 8,914 453 9,367 (8,914) (453) (9,367) - - 8,914 453 9,367 (8,914) (453) (9,367) At year-end the Company held 150,628 MasterCard Incorporated class B shares, with a fair value of 25,263 thousand (compared with 350,628 thousand shares, with a fair value of 60,808 thousand at 31 December 2009), 11,144 Visa Incorporated class C shares, with a fair value of 586 thousand euros (11,144 shares, with a fair value of 662 thousand euros at 31 December 2009). The MasterCard shares are not traded in a regulated stock exchange but, should the Company decide to sell them, they could be converted into an equal number of class A shares, which are traded on the New York Stock Exchange. The change during the year was due to the combined effects of forward sales entered into before 31 December 2009, for delivery in January and February 2010, and a 10% reduction in the share price. In February 2011, the Visa shares held by the Company, which at 31 December 2010 were not listed in a regulated market, became convertible into class A shares traded on the NYSE. For sensitivity analysis purposes, the value of the class A shares was associated with the corresponding class B shares, taking into account the volatility of the shares traded on the NYSE. Foreign exchange risk Sensitivity analysis of the items subject to foreign exchange risk was based on the most significant positions, assuming a stress scenario determined by the levels of exchange rate volatility applicable to each foreign currency position held to be material. It was decided to apply an exchange rate movement based on volatility during the year, which was held to be representative of potential market movements. The results of the analysis are reported below. Trade receivables/payables due from and to overseas correspondents The most significant net position (approximately 83% of the reported foreign exchange exposure) is that denominated in SDRs (Special Drawing Rights), a synthetic currency determined by the weighted average of the exchange rates of four major currencies (Euro, US dollar, British pound, Japanese yen) used worldwide to settle commercial positions among Postal Operators. At 31 December 2010 this position amounts to 596 thousand euros (2,182 thousand euros at 31 December 2009). Financial statements 254 3.2 - Market risk - SDRs Change in value +Vol -Vol Pre-tax profit Equity reserves +Vol -Vol Position in SDRs/000 Position in €000 +Vol -Vol 260 days 260 days 260 days 260 days 260 days 260 days 2009 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2009 71,672 (73,677) (2,005) 77,995 (80,177) (2,182) 5,839 (6,002) (163) (5,839) 6,002 163 5,839 (6,002) (163) (5,839) 6,002 163 - - 2010 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2010 59,787 (60,305) (518) 68,907 (69,503) (596) 3,668 (3,700) (32) (3,668) 3,700 32 3,668 (3,700) (32) (3,668) 3,700 32 - - Date of reference of the analysis At 31 December 2010, the net position in US dollars amounts to 71 thousand euros (20 thousand euros at 31 December 2009), a negligible sum for the purposes of this analysis. Financial assets At 31 December 2010 this item primarily reflects equity instruments held by the Company (note 3.1) denominated in US dollars. 3.3 - Market risk - US dollar Change in value +Vol -Vol Pre-tax profit Equity reserves +Vol -Vol Position in USD/000 Position in €000 +Vol -Vol 260 days 260 days 260 days 260 days 2009 effects Available-for-sale financial assets Equity instruments Variability at 31 December 2009 88,553 88,553 88,553 61,470 61,470 61,470 4,306 4,306 4,306 (4,306) (4,306) (4,306) - - 4,306 (4,306) 4,306 (4,306) 4,306 (4,306) 2010 effects Available-for-sale financial assets Equity instruments Variability at 31 December 2010 34,539 34,539 34,539 25,849 25,849 25,849 2,630 2,630 2,630 (2,630) (2,630) (2,630) - - 2,630 (2,630) 2,630 (2,630) 2,630 (2,630) Date of reference of the analysis 260 days 260 days Fair value interest rate risk Concerning the effects of changes in interest rates on the price of fixed income and fixed rate securities held by Poste Italiane SpA, mainly in relation to BancoPosta’s activities, as a result of the investment of deposits paid into postal current accounts by private customers, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve (+/- 100 bps). Poste Italiane | Annual Report Notes to the separate financial statements 255 3.4 - Market risk - Fair value interest rate Change in value Date of reference of the analysis 2009 effects Assets attributable to BancoPosta(1) Available-for-sale financial assets Derivative financial instruments Derivative financial instruments (liabilities) Available-for-sale financial assets Fixed income instruments Variability at 31 December 2009 2010 effects Assets attributable to BancoPosta(2) Available-for-sale financial assets Derivative financial instruments Derivative financial instruments (liabilities) Available-for-sale financial assets(2) Fixed income instruments Variability at 31 December 2010 Pre-tax profit Equity reserves Notional Fair value +100bps -100bps +100bps -100bps +100bps -100bps 14,670,700 14,092,700 578,000 - 15,108,809 15,067,840 40,969 - (732,385) (687,053) (45,332) - 794,709 745,103 49,606 - - - (732,385) (687,053) (45,332) - 794,709 745,103 49,606 - 100,000 100,000 101,143 101,143 (1,078) (1,078) 1,090 1,090 - - (1,078) (1,078) 1,090 1,090 14,770,700 15,209,952 (733,463) 795,799 - - (733,463) 795,799 15,237,350 14,517,350 100,000 620,000 14,521,868 14,535,568 225 (13,925) (924,776) 1,017,810 (868,629) 955,634 (48,906) 54,216 (7,241) 7,960 - - (924,776) 1,017,810 (868,629) 955,634 (48,906) 54,216 (7,241) 7,960 500,000 471,791 500,000 471,791 15,737,350 14,993,659 (1,923) 2,107 (1,923) 2,107 (926,699) 1,019,917 - - (1,923) 2,107 (1,923) 2,107 (926,699) 1,019,917 At 31 December 2009 held-for-trading financial assets with a nominal value of 100,000 thousand euros (fair value through profit or loss) were not considered, as these are not subject to the risk in question as they were hedged through forward sales with settlement in January 2010. (2) The effects for 2010 were measured only for the portfolio instruments that were not hedged against changes in fair value. (1) Assets attributable to BancoPosta BancoPosta’s investment securities (note 12.3) are nearly equally split between Held-to-maturity (HTM) and Available-forsale (AFS). While a change in fair value does not have an impact in terms of financial position or operating performance for HTM financial assets, which are initially recognised at their fair value and subsequently at their amortised cost, it does have an effect in terms of financial position for AFS financial assets, which are recognised at fair value with any change accounted for in equity, making it necessary to monitor constantly any unrealised gains and losses. The sensitivity analysis shown concerns AFS financial assets. This item includes fixed income government securities (ordinary BTPs) with a nominal value of 12,443,600 thousand euros (11,474,000 thousand euros at 31 December 2009) and positions in inflation-linked BTPs (BTP€i) with a nominal value of 2,073,750 thousand euros (2,618,700 thousand euros at 31 December 2009). The BTP€i, which carry floating rates indexed to European inflation, have been swapped for fixed-rate positions (cash flow hedge). A portion of the fixed-rate portfolio, made up of ordinary BTPs, was instead partially hedged against the risk of changes in fair value via asset swap contracts: - BTPs with a notional amount of 500,000 thousand euros were hedged against the risk of changes in their fair value via an IRS, effective immediately; - BTPs with a notional amount of 2,450,000 thousand euros maturing 2026, 2034 and 2040 were partially hedged against the risk of changes in their fair value via IRSs, starting in 2015, 2016 and 2020, respectively (forward start). These hedging transactions are described in note 12.4. During 2010, also due to the above-mentioned transactions to realign portfolio maturities to the new replication model approved by the Board of Directors, the duration of the AFS financial assets was 6.23 (at 31 December 2009 the portfolio’s duration was 4.60), thus increasing, though not to a significant extent, the sensitivity of the fair value of the portfolio to changes in interest rates. At 31 December 2010, this form of interest rate risk also influenced the fair value of forward purchases of securities attributable to BancoPosta and having a notional value of 720,000 thousand euros (note 12.4). These derivative financial Financial statements 256 instruments are being settled and the related sensitivity analysis, shown solely to ensure full disclosure in table 3.4, therefore represents a prudential measurement. In addition to the above sensitivity analysis, the Company monitors the fair value interest rate risk to which BancoPosta’s available-for-sale securities are exposed through the calculation of VaR (Value at Risk). This is estimated over a time horizon of 3 days and with a probability of 99%. At 31 December 2010 the maximum VaR for available-for-sale financial assets amounts to 221,785 thousand euros (104,726 thousand euros at 31 December 2009) and for derivative financial instruments to 14,588 thousand euros (6,992 thousand euros at 31 December 2009). Available-for-sale financial assets Available-for-sale financial assets referred to in note 3.4 are short-term bank instruments with a notional value of 100,000 thousand euros (100,000 thousand euros at 31 December 2009), as well as BTPs of a notional amount of 400,000 thousand euros (purchased during the year). Of these, securities amounting to 375,000 thousand euros were hedged against changes in their fair value by entering into an asset swap, effective immediately (note 8.4). The VaR for this portfolio, calculated on the above basis, amounts to a maximum of 486 thousand euros (307 thousand euros at 31 December 2009). CREDIT RISK Credit risk regards the risk that a debtor might default on a payment or go into liquidation. This risk is managed as follows: • minimum rating requirements for issuers/counterparties, based on the type of instrument; • concentration limits per issuer/counterparty; • a ban on investments in subordinated financial instruments, with the sole exception of the subsidiary Poste Vita SpA; • monitoring of changes in the ratings of counterparties. At 31 December 2010 the following positions are subject to this risk: Financial assets Below, for each category of financial instrument the relevant credit exposure is shown. The ratings reported in the table have been assigned by Moody’s. 3.5 - Credit risk - Financial assets Item Balance at 31 December 2010 from Aaa from A1 from Ba1 to to Aa3 to Baa3 Not rated Total Balance at 31 December 2009 from Aaa from A1 from Ba1 to to Aa3 to Baa3 Not rated Total Loans and receivables Loans Receivables 723,686 723,686 - 874,846 853,678 21,168 1,598,532 853,678 744,854 807,970 807,970 - Available-for-sale financial assets Other instruments and deposits 561,791 561,791 - 2,098 2,098 563,889 563,889 191,143 191,143 - 1,001 1,001 192,144 192,144 Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss 22,933 22,933 - - - 22,933 22,933 - - - - - 1,308,410 - 876,944 2,185,354 999,113 - Total Poste Italiane | Annual Report 539,083 1,347,053 509,180 509,180 29,903 837,873 540,084 1,539,197 Notes to the separate financial statements 257 As the international financial crisis peters out, 2010 witnessed the stabilisation of the creditworthiness of the Poste Italiane SpA’s debtors. In fact, 2009 was characterised by an extensive rating review activity by the main agencies, with a significant amount of downgrades. Consequently, the Company suffered from a deterioration of the weighted average rating of its exposure (which went from AA to AA- in 2009), even though the associated financial assets continued to be investment grade. During the year under review, the macroeconomic events that had an impact on the risk-return profiles of the Company’s financial assets were the debt crises in Greece and Ireland, which caused spreads among European government bonds to widen, with a particular impact on those related to Italy’s sovereign risk and the continuing uncertainty about the health of the banking sector. Nevertheless, the weighted average rating of Poste Italiane SpA’s exposure at 31 December 2010 was unchanged from that at 31 December 2009 (AA-). Loans and receivables Loans of 853,678 thousand euros at 31 December 2010 (509,180 thousand euros at 31 December 2009) refer entirely to loans (note 8.1) granted to Group companies and intercompany current accounts (note 8.2), with both types of transaction conducted on an arm’s length basis. These loans include subordinated loans of 645,000 thousand euros to the insurance company, Poste Vita SpA (345,000 thousand euros at 31 December 2009). Receivables (note 8.3) primarily regard claims on the parent, the MEF, amounting to 639,202 thousand euros (769,500 thousand euros at 31 December 2009), and on the counterparties involved in asset swap and interest rate swap transactions (with collateral provided by a specific Credit Support Annex8), totalling 90,074 thousand euros (55,660 thousand euros at 31 December), which were entered into as cash flow hedges and fair value hedges, respectively, and in repurchase agreements (collateral governed by a specific Global Master Repurchase Agreement), in the form of guarantee deposits (almost entirely with counterparties with investment grade ratings). Available-for-sale financial assets Other instruments and deposits include investments in fixed rate securities (note 8.4) purchased during 2009 and issued by Cassa Depositi e Prestiti SpA, with a fair value of 100,825 thousand euros and a face value of 100 million euros (101,143 thousand euros and 100,000 thousand euros, respectively, at 31 December 2009), BTPs with a fair value of 370,966 thousand euros and a face value of 400,000 thousand euros (acquired during the year) and a fiduciary deposit established in 2002 with a fair value of 92,098 thousand euros and a face value of 93,550 thousand euros (91,001 thousand euros and 107,500 thousand euros, respectively, at 31 December 2009). During the year the face value of this deposit declined by 13,950 thousand euros as a result of losses, recognised in the income statement, following the bankruptcy of the one of the entities covered by the CDSs. Derivative financial instruments Credit risk arising from derivative transactions is mitigated through rating and counterparty concentration limits as well as, in the case of asset swaps, sufficient collateral. Exposure is monitored at current value, in accordance with the Bank of Italy’s prudential supervisory instructions. At 31 December 2010 derivative instruments included in Financial assets have a fair value of 22,933 thousand euros and consist of 9 asset swaps used as fair value hedges entered into by the Company during the year under review to protect the value of BTPs with a notional value of 375 million euros from movements in interest rates. Assets attributable to BancoPosta Poste Italiane SpA’s operational characteristics, related in particular to BancoPosta’s investment activities, give rise to a significant exposure toward the Italian State, involving essentially deposits with the MEF and the majority of holdings of Italian government securities (note 12.1). The fair value of derivative financial instruments included in Assets attributable to BancoPosta amounts to 88,205 thousand euros and primarily reflects asset swaps serving as cash flow hedges (fair value equal to 25,956 thousand euros) and fair value hedges (fair value equal to 62,024 thousand euros). At 31 December 2010 all counterparties for the Group’s 8. Under these contracts, counterparty risk is limited through periodic margining, whereby if the fair value of the derivative instrument exceeds a set value, the debtor must post adequate collateral with the creditor. Financial statements 258 derivatives have investment grade ratings. During the year accreting9 asset swap contracts on long-term BTP€i were entered into, with a notional amount that varies over time, so as to minimise collateral requirements. All asset swap transactions are conducted within the scope of the Credit Support Annex. Non-current assets - Other assets 3.6 - Credit risk 31 December 2010 Item Trade receivables due from Public Sector entities Receivables due under fixed-term contracts settlement Guarantee deposits paid to suppliers Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA Total of which past due 31 December 2009 Carrying amount Specific impairment Carrying amount Specific impairment 216,583 - 254,315 - 225,347 3,035 (2,189) - 233,796 2,954 (2,189) - 2,957 - 3,101 - 447,922 494,166 - - Current assets - Trade receivables 3.7 - Credit risk 31 December 2010 Item Cassa Depositi e Prestiti Overseas postal operators Public Sector Private customers Due from subsidiaries Due from associates Due from parents Total of which past due Carrying amount 822,000 174,043 752,015 501,392 249,626 171 1,171,053 Specific impairment (20,556) (4,296) (90,171) (35,872) (72,855) 31 December 2009 Carrying amount 918,045 224,078 884,078 543,787 271,101 153 1,124,197 3,670,300 3,965,439 407,842 361,614 Specific impairment (20,556) (96,765) (34,890) (77,230) The nature of the Company’s customers, the structure of revenues and the method of collection mean that there is a limited risk of default on trade receivables. In this regard, reference should be made to the paragraph of note 2.3 dealing with Revenues and receivables due from the State. All receivables are subject to specific monitoring and reporting procedures to support credit collection activities. 9. Accreting asset swaps entered into to hedge against interest rate risk make it possible to reduce the payments to be made to the counterparty from time to time under the CSA contracts. Poste Italiane | Annual Report Notes to the separate financial statements 259 Other current receivables and assets 3.8 - Credit risk 31 December 2010 Item Prepaid taxes Other amounts due from subsidiaries Receivables due from others Accrued income and prepaid expenses Total Carrying amount 253,574 78 186,817 12,817 Specific impairment (123,416) - 31 December 2009 Carrying amount 232,186 1,086 208,982 3,951 453,286 446,205 1,650 1,052 of which past due Specific impairment (128,408) - LIQUIDITY RISK Liquidity risk is the risk that an entity may have difficulties in raising sufficient funds, at market conditions, to meet its obligations deriving from financial instruments. Liquidity risk may regard the inability to sell financial assets quickly at an amount close to fair value or by the need to raise funds at unfair rates. Poste Italiane SpA applies a financial strategy that aims to minimise this type of risk as follows: • diversification of the various forms of short- and long-term borrowings and counterparties; • the availability of lines of credit in terms of amount and the number of banks; • the gradual and consistent distribution of the maturities of medium/long-term borrowings; • the adoption of analysis models designed to monitor the maturities of assets and liabilities. At 31 December 2010 liquidity risk regards the potential exposure deriving from obligations relating to the investment of deposits by current account customers. The liquidity risk associated with BancoPosta’s activities regards the investment of current account deposits in euro area government securities. The potential risk derives from a mismatch between the maturities of investments in securities and those of liabilities, represented by current accounts where the funds are available on demand, thus compromising the Company’s ability to meet its obligations to current account holders. This potential mismatch between assets and liabilities is monitored via comparison of the maturity schedule for assets with the prudential statistical model of the performance of current account deposits, in accordance with the various likely maturity schedules and assuming the progressive total withdrawal of deposits over a period of 30 years. Though not as conservative as the previous model, which assumed withdrawals over a period of no more than 10 years, the new model is sustainable in view of deposit trends and the highly liquid nature of investments, thus enabling a parallel improvement in the return profile. This approach is also in line with the Bank of Italy’s prudential supervisory requirements. At 31 December 2010 the degree of the match between the maturities of investments in euro area government securities and the new portfolio replication model approved by the Board of Directors is being calculated, whilst the average term to maturity of investments as a whole has risen from 4.53 years at 31 December 2009 to 5.56 years at 31 December 2010. The components of the financial statements most subject to liquidity risk are described below. The amounts shown refer to the Company’s obligations at maturity (nominal value plus accrued interest). Liabilities attributable to BancoPosta In order to analyse liquidity risk at 31 December 2010, the timing of withdrawals from postal current accounts held by third parties (with a carrying amount of 39,488,005 thousand euros) was determined as follows: • in the case of private customers’ deposits, whose funds are invested in euro area government securities, on the basis Financial statements 260 of the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders; • in the case of Public Sector customers, by taking account of the fact that the Company is required to deposit the resulting liquidity with the MEF, and that all changes in the amount due to current account holders is matched exactly in the balance of the amount deposited with the Ministry after a delay of one bank working day. For this reason both items have been classified as being available on demand. The following table shows liabilities increased by the expected cash flows generated by the related interest expense. Postal current accounts are net of postal current accounts in the name of Poste Italiane SpA. 3.9 - Liquidity risk 31 December 2010 Within Between 12 months 1 and 5 years Item Cassa Depositi e Prestiti and the MEF for management of postal savings 73,403 Other payables 221,017 66,467 Repurchase agreements 389,212 Derivative financial instruments 681,696 Postal current accounts 13,218,533 10,904,653 Total liabilities 14,583,861 10,971,120 31 December 2009 Over 5 years Total - 73,403 287,484 389,212 13,495,424 13,495,424 681,696 37,618,611 39,050,406 Within Between 12 months 1 and 5 years 70,766 222,796 - 68,108 - Over 5 years Total - 70,766 290,904 - 547,709 547,709 13,987,933 10,763,868 13,226,556 37,978,357 14,829,204 10,831,976 13,226,556 38,887,736 At 31 December 2010 these liabilities are invested in the following types of financial instrument. Investments in fixed income instruments (a carrying amount of 29,303,781 thousand euros, as described in note 12.2) are shown on the basis of the expected cash flows, consisting of the redemption value of the securities and the coupon interest to be collected as it falls due. 3.10 - Liquidity risk Balance at 31 December 2010 Item Amounts due from the MEF Poste Italiane SpA’s own liquidity held in postal current accounts Amounts due from the Italian Treasury Other receivables Cash and cash equivalents Derivative financial instruments Fixed income instruments (Capital + Interest) Total assets Within Between 12 months 1 and 5 years 7,014,078 - Balance at 31 December 2009 Over 5 years - Total 7,014,078 Within Between 12 months 1 and 5 years 8,320,632 - Over 5 years - Total 8,320,632 (840,624) - - (840,624) (1,515,829) - - (1,515,829) 1,188,592 551,553 2,351,245 - - 1,188,592 551,553 2,351,245 839,808 706,910 2,660,696 - - 839,808 706,910 2,660,696 - - - - 104,110 - - 104,110 3,583,258 11,348,216 28,551,677 43,483,151 3,289,121 14,220,634 17,136,087 34,645,842 28,551,677 53,747,995 14,405,448 14,220,634 17,136,087 45,762,169 13,848,102 11,348,216 The liquidity risk profile at 31 December 2010 has increased slightly from the preceding year, due to the realignment, which is still under way, of the investment maturities with the new statistical model utilised to define the maturity profile of the deposit base. Whilst demand deposits from Public Sector entities fell, demand deposits from private customers are up, above all the retail component, which is typically more stable. Nevertheless, the Company continues to closely monitor the deposit base. Poste Italiane | Annual Report Notes to the separate financial statements 261 Financial liabilities Expected cash flows for financial liabilities accounted for at the end of the reporting period, broken down by maturity, are shown below. Repayments of principal at face value are increased by interest payments calculated on the basis of the yield curve applicable at 31 December 2010 and 31 December 2009. 3.11 - Liquidity risk Balance at 31 December 2010 Item Within Between 12 months 1 and 5 years Borrowings 954,346 Derivative financial instruments Current account balances of subsidiaries 231,550 Other financial liabilities 2,007,623 Total 3,193,519 Balance at 31 December 2009 Over 5 years Within Between 12 months 1 and 5 years Total 1,446,929 - 1,108 - 2,402,383 - 276,552 2,331 20,821 1,467,750 262,362 263,470 231,550 2,290,806 4,924,739 325,418 2,062,284 2,666,585 Over 5 years Total 1,698,234 - 3,699 - 1,978,485 2,331 20,070 1,718,304 250,465 254,164 325,418 2,332,819 4,639,053 In the fourth quarter of 2010 Poste Italiane SpA introduced new short-term funding arrangements via the matched sale repurchase of BTPs held in BancoPosta’s portfolio with the objective to optimise profitability and to meet temporary cash withdrawals from demand deposits. Current liabilities - Trade payables 3.12 - Liquidity risk Balance at 31 December 2010 Item Suppliers Subsidiaries Prepayments from customers Interest payable to current account holders Total Financial statements Within Between 12 months 1 and 5 years Balance at 31 December 2009 Over 5 years Total Within Between 12 months 1 and 5 years Over 5 years Total 1,028,834 310,919 186,922 - - 1.028,834 310,919 186,922 1,113,077 234,886 208,269 - - 1,113,077 234,886 208,269 66,665 1,593,340 - - 66,665 1,593,340 95,865 1,652,097 - - 95,865 1,652,097 262 CASH FLOW INTEREST RATE RISK This regards uncertainty over future cash flows following fluctuations in market interest rates. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2009 and 31 December 2010, sensitivity to interest rate risk of the cash flow generated by the instruments concerned, represented by floating rate investments, or transactions rendered thus by fair value hedges, is summarised in the table below, and calculated to reflect changes resulting from a parallel shift in the forward yield curve (+/- 100 bps). 3.13 - Cash flow interest rate risk and hedging policy Pre-tax profit Date of reference of the analysis 2009 effects Non-current financial assets Loans Fixed income instruments Other investments Assets attributable to BancoPosta Fixed income instruments Due from MEF Current financial assets Loans Financial receivables Cash and cash equivalents Bank and post office deposits Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) Borrowings (from subsidiaries) Sundry financial liabilities Assets attributable to BancoPosta Fixed income instruments Due from MEF Current financial assets Loans Financial receivables Cash and cash equivalents Bank and post office deposits Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) Borrowings (from subsidiaries) Sundry financial liabilities Variability at 31 December 2010 Poste Italiane | Annual Report Total equity Note Notional +100bps -100bps +100bps -100bps +100bps -100bps [8.1] [8.4] [8.4] 310,840 107,500 3,108 1,075 (3,108) (1,075) - - 3,108 1,075 (3,108) (1,075) [12.1] [12.1] 6,804,803 68,048 (68,048) - - 68,048 (68,048) [8.2] [8.3] 196,550 55,660 1,966 557 (1,966) (557) - - 1,966 557 (1,966) (557) [13.1] 1,586,988 15,870 (15,870) - - 15,870 (15,870) [20.3] (250,000) (2,500) 2,500 - - (2,500) 2,500 [20.3] [20.4] [20.6] (325,418) - (3,254) - 3,254 - - - (3,254) - 3,254 - 8,486,923 84,870 (84,870) - - 84,870 (84,870) [8.1] [8.4] [8.4] 655,560 375,000 93,550 6,556 3,750 936 (6,556) (3,750) (936) - - 6,556 3,750 936 (6,556) (3,750) (936) [12.1] [12.1] 500,000 6,173,454 5,000 61,735 (5,000) (61,735) - - 5,000 61,735 (5,000) (61,735) [8.2] [8.3] 195,943 90,074 1,959 901 (1,959) (901) - - 1,959 901 (1,959) (901) [13.1] 896,297 8,963 (8,963) - - 8,963 (8,963) [20.3] (250,000) (2,500) 2,500 - - (2,500) 2,500 [20.3] [20.4] [20.6] (37) (231,518) (39,720) (2,315) (397) 2,315 397 - - (2,315) (397) 2,315 397 8,458,603 84,588 (84,588) - - 84,588 (84,588) Variability at 31 December 2009 2010 effects Non-current financial assets Loans Fixed income instruments Other investments Equity reserves Notes to the separate financial statements 263 Financial assets - Fixed income instruments Cash flow interest rate risk concerns investments in floating-rate financial instruments, or rendered such by the use of fair value hedges. At 31 December 2010 exposure to this risk regards fixed-rate instruments held by Poste Italiane SpA having a notional amount of 375,000 thousand euros. These consist of BTPs that have been hedged against market risk, as described in note 3.4. Assets attributable to BancoPosta At 31 December 2010 this risk primarily relates to the investment of the funds deriving from the current account deposits of Public Sector entities, which must be deposited with the MEF. Since 1 January 2008, these investments earn interest at a floating rate, calculated on the basis of a basket of government securities and money market indexes, in accordance with the method provided for by the European Commission in its Decision of 16 July 2008 and set out in the related agreement between the MEF and Poste Italiane SpA, which was approved by Ministerial Decree of 7 April 2009. Although the amounts involved are lower, this risk also regards the liquidity deposited in a Buffer Account with the MEF, which earns interest in accordance with the treasury services agreement renewed on 18 June 2009. This is calculated as the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period. Moreover, as noted above, this risk concerns a portion of the fixed-rate portfolio related to BTPs, whose fair value was hedged against any market risk as follows: - BTPs with a notional amount of 500,000 thousand euros through IRS contracts, which took effect immediately; - BTPs with a notional amount of 2,450,000 thousand euros maturing in 2026, 2034 and 2040 through IRS contracts, which will take effect in 2015, 2016 and 2020, respectively (forward start). These hedging transactions are described in note 12.4. BANKING BOOK INTEREST RATE RISK This is the risk, or the probability, that movements in interest rates will have a negative impact on an entity’s operating results and financial position. It may be caused by a mismatch – in terms of type of rate, indexation method and term to maturity – between financial assets and liabilities that tends to last until contractual and/or expected maturity (the banking book), and which, as such, generates an impact on the interest margin, which is thus reflected in the operating results for future periods. At 31 December 2010 most of the risk in question is linked to the investment of the funds deriving from the postal current account deposits of private customers in euro area government securities, as well as the liquidity held by Public Sector entities in current accounts with Poste Italiane SpA, which must be deposited with the MEF. Returns on the investment of these funds is related to general trends in interest rates, as the Company takes a commercial approach to their management, and interest paid on these deposits is not index-linked: • investments in euro area government securities yield a return based on the interest rates prevailing at the time of purchase; BancoPosta’s securities portfolio is currently invested in fixed income instruments, or floating rate instruments that yield fixed interest payments thanks to the asset swaps described above (note 3.4)10; • as noted elsewhere (note 3.13), the funds deposited with the MEF yield floating interest payments. Both types of investment are associated with an interest rate risk profile that is analysed and monitored with respect to the financial characteristics of the instruments and is managed through an adequate hedging policy (note 12.4). As a result, at 31 December 2010 forward purchases with a notional value of 720,000 thousand euros, maturing in 2011, are in place, in addition to asset swaps with a notional value of 2,073,750 thousand euros. 10. The residual use of fair value hedges, in contrast, primarily enables the inclusion, among potential investments, of longer term securities, reducing the related durations and thus the volatility of the related fair values. Financial statements 264 DETERMINATION OF FAIR VALUE The financial instruments recognised at fair value in these financial statements are classified below on the basis of a hierarchy reflecting the significance of the sources used in determining fair value. The fair value hierarchy comprises the following levels: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). 3.14 - Fair value hierarchy 31 December 2010 Item Level 1 31 December 2009 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets 475,621 140,880 AFS financial assets 475,621 117,947 Equity instruments 25,849 Fixed income instruments 471,791 Other investments 3,830 92,098 Derivative financial instruments 22,933 Assets attributable to BancoPosta 14,535,568 88,205 Investments in financial instruments 14,535,568 AFS 14,535,568 Held-for-trading Derivative financial instruments 88,205 Total assets at fair value 15,011,189 229,085 Financial liabilities Derivative financial instruments Liabilites attributable to BancoPosta - (90,501) Derivative financial instruments - (90,501) Total liabilities at fair value - (90,501) 4,617 4,617 4,617 4,617 - 621,118 598,185 30,466 471,791 95,928 22,933 14,623,773 14,535,568 14,535,568 88,205 15,244,891 (90,501) (90,501) (90,501) 104,414 104,414 101,143 3,271 15,171,861 15,171,861 15,067,840 104,021 15,276,275 - 152,471 152,471 61,470 91,001 40,969 40,969 193,440 (2,331) (2,331) (93,082) (93,082) (95,413) 4,617 4,617 4,617 4,617 - 261,502 261,502 66,087 101,143 94,272 15,212,830 15,171,861 15,067,840 104,021 40,969 15,474,332 (2,331) (2,331) (93,082) (93,082) (95,413) OTHER RISKS Operational risk This regards the risk of losses resulting from inadequate or failed internal processes, people and systems, or from external events. This category of risk includes losses resulting from fraud, human error, business disruption, systems failures, breach of contract and natural disasters. Operational risk includes legal risk, but not strategic and reputational risks. To protect the Company from this form of risk, in line with the prudential supervisory requirements, issued by the Bank of Italy in December 2006, and adopted by Poste Italiane SpA as benchmarks, the Company has formalised and agreed a methodological and organisational framework to manage the operating risk related to the products/processes of BancoPosta. Poste Italiane | Annual Report Notes to the separate financial statements 265 Reputational risk Poste Italiane’s business is by its nature exposed to elements of reputational risk, associated mainly with the placement of index-linked bonds issued by other credit institutions and/or insurance policies issued by Poste Vita SpA. In this respect, in July 2008, in accordance with the Markets in Financial Instruments Directive by the EU (Directive 2004/39/EC, “MiFID”), the Company has adopted the “consulting service” model. The crisis of recent years has had profound effects on the performance of all the financial instruments on the market, especially those whose returns are magnified. These instruments, which are used exclusively, and on a residual basis, by the subsidiary Poste Vita SpA to invest the premiums collected on so-called Branch III policies, are inevitably exposed to higher risk and volatility of their fair value. Even though the Company has developed over time prudential policies in the customers’ best interests, which entails the selection of domestic and foreign issuers solely with investment grade ratings, the situation prompted closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for the customers that, to this day, characterise these products11. INFORMATION ABOUT THE GROUP With regard to cash flow management within the Group, a centralised treasury management system enables the automatic elimination of co-existing large debit and credit balances attributable to individual companies, offering the Group advantages in terms of improved liquidity and a reduction in the related risk. The system includes the five main subsidiaries, and makes use, with regard to the banking channel, of zero balance cash pooling. In this way cash flows between the current accounts of subsidiaries and the Parent Company are transferred on a daily basis. FINANCIAL STRUCTURE Poste Italiane SpA’s financial structure at 31 December 2010 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank overdrafts, which are of a limited amount. Medium/long-term debt is sufficient to cover expected financial needs. At the end of the reporting period the Company has unused uncommitted lines of 1,230 million euros. It also has unused overdraft facilities in place, totalling 40.7 million euros, of which 37 thousand euros has been used, and bank guarantee facilities with a value of 174.5 million euros, of which guarantees with a value of 54 million euros have been used in the interests of the Company and 0.7 million euros in the interests of Group companies (note 34.4). 11. In this regard, Poste Vita issued over the years Branch III index- and unit-linked policies that call for the investment of the premiums paid in a structured bond or in mutual funds whose increase in value reflects on the value of the policies. For this type of product issued prior to the introduction of ISVAP Regulation 32/2009, the company does not guarantee capital or a minimum return and, as such, the credit and financial risks associated with them are borne by the customer. In order to protect its own good name and reputation, and those of its Group, as well as its credentials as a capable operator, the Company constantly monitors developments in the risk profile. Particular attention was given to monitoring certain financial instruments underlying indexlinked policies issued in the period 2001-2002 by Programma Dinamico SpA, a securitisation vehicle set up under Law 130/99 that matches the definition of control established in the combined provisions of IAS 27 and SIC 12. These instruments, whose remaining fair value at 31 December 2010 is 378 million euros, bring together different financial positions, including securitisation transactions and credit and financial derivatives (CDOs - Collateralised Debt Obligations), whose past performances were affected by the financial and credit market crisis. In this context, in May 2009 and December 2008 Poste Vita SpA offered the holders of certain Branch III policies the opportunity to convert these policies into Branch I policies providing minimum returns guaranteed by the Company. Whilst it is true that, in accordance with the legal nature of the products in question, the related investment risk is transferred to policyholders, the Company has carried out the restructuring initiatives in order to safeguard its commercial interests, which could be prejudiced by widespread dissatisfaction among customers, and the potential impact on its reputation as a result of a general expression of discontent. Financial statements 266 4 - PROPERTY, PLANT AND EQUIPMENT The following table shows changes in Property, plant and equipment in 2009 and 2010: 4.1 - Changes in Property, plant and equipment Land Balance at 1 January 2009 Cost Accumulated depreciation Accumulated impairments Carrying amount 72,293 72,293 Changes during the year Purchases Adjustments Reclassifications Disposals Depreciation Impairments Total changes 608 495 (2,773) (244) (1,914) Balance at 31 December 2009 Cost Accumulated depreciation Accumulated impairments Carrying amount 70,379 70,379 Changes during the year Purchases Adjustments(1) Reclassifications(2) Disposals(3) Depreciation Impairments Total changes Balance at 31 December 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount 625 (26) (52) (462) 85 70,567 (103) 70,464 Operating properties Plant and equipment 2,418,053 2,092,277 (761,509) (1,432,204) (1,482) (21,646) 1,655,062 638,427 49,472 63 58,718 (5,399) (92,126) (12,550) (1,822) Industrial and commercial Leasehold equipment improvements 274,798 (210,398) (770) 63,630 89,205 48,495 (1,039) (136,026) (705) (70) 12,422 2,125 (3) (17,497) (2,953) 2,517,990 1,920,426 (850,769) (1,278,093) (13,981) (3,976) 1,653,240 638,357 289,352 (227,905) (770) 60,677 27,011 264 (906) (95,876) (1,267) (70,774) 37,244 43,123 (283) (129,913) (397) (50,226) 12,421 26 (89) (14,406) (2,048) 2,521,092 1,915,946 (923,378) (1,324,175) (15,248) (3,640) 1,582,466 588,131 301,088 (241,689) (770) 58,629 Other assets 473,752 1,100,655 (355,386) (893,659) (1) (1) 118,365 206,995 17,872 41,235 (466) (20,059) (750) 37,832 38,304 43,800 (526) (82,126) (548) 210,022 1,176,826 (53,821) (970,378) (4) (1) 156,197 206,447 27,441 37,988 (1) (26,042) (947) 38,439 55,028 40,253 (346) (78,626) 16,309 274,938 1,268,318 (80,268) (1,045,561) (34) (1) 194,636 222,756 Assets in the course of construction and prepayments Total 310,770 6,742,598 - (3,653,156) (23,900) 310,770 3,065,542 61,072 (30) (191,417) (130,375) 268,955 528 183 (7,677) (347,834) (14,005) (99,850) 180,395 6,365,390 - (3,380,966) (18,732) 180,395 2,965,692 64,198 (156,112) (91,914) 223,968 (34,484) (1,677) (344,863) (3,073) (160,129) 88,481 6,440,430 - (3,615,071) (19,796) 88,481 2,805,563 Adjustments(1) Cost Other liabilities Accumulated depreciation Total - - - - - 2 (2) - - 2 (2) - Reclassifications(2) Cost Accumulated depreciation Total (26) (26) (22,265) 22,529 264 36,284 6,839 43,123 35 (9) 26 38,821 (833) 37,988 40,255 (2) 40,253 (156,112) (156,112) (63,008) 28,524 (34,484) Disposals(3) Cost Accumulated depreciation Accumulated impairments (411) 359 (1,644) 738 - (78,008) 76,992 733 (720) 631 - (1,346) 428 917 (3,793) 3,447 - - (85,922) 82,236 2,009 (52) (906) (283) (89) (1) (346) - (1,677) Total Poste Italiane | Annual Report Notes to the separate financial statements 267 At 31 December 2010 Property, plant and equipment includes assets located on land held under concession or subconcession, which are to be handed over free of charge at the end of the concession term, with a carrying amount of 173,782 thousand euros (179,850 thousand euros at 31 December 2009). The principal changes during 2010 are described below. Capital expenditure of 223,968 thousand euros primarily regards: • 27,011 thousand euros, relating primarily to the purchase and maintenance of properties owned by the Company, including 23,015 thousand euros relating to the extraordinary maintenance of post offices, local head offices and mail sorting offices, and 3,996 thousand euros regarding the purchase of premises used as post offices; • 37,244 thousand euros relating to plant, with the most significant items relating to plant for buildings (23,280 thousand euros), the purchase of sorting equipment used at Sorting Centres (11,253 thousand euros), and the installation of alarm and video surveillance systems at the various sites used by the Company (1,748 thousand euros); • 12,421 thousand euros primarily relating to the purchase of security equipment for post office access and for the deposit of cash and sundry documents; • 27,441 thousand euros invested in plant upgrades (17,816 thousand euros) and structural improvements (9,625 thousand euros) for properties held under lease; • 55,028 thousand euros regarding other assets and primarily including 34,166 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 8,075 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 4,427 thousand euros for the purchase of other durable goods required in order to improve delivery activities; • 64,198 thousand euros referring to investments in progress, with 32,292 thousand euros for the purchase of computer hardware and other equipment yet to enter service, 18,319 thousand euros relating to the restyling of post offices, and 8,313 thousand euros regarding the restructuring of Sorting Centres. Impairments of 3,073 thousand euros primarily regard: • 1,020 thousand euros relating to assets located on land held under concession or sub-concession, for which, on expiry of the concession term, or whilst awaiting confirmation of renewal, any additional depreciation of assets to be handed over free of charge at the end of the concession term is calculated on the basis of the probable residual duration of the right to use the assets to provide public services, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience; • 947 thousand euros regarding leasehold improvements following early termination of the leases. Reclassifications from assets in the course of construction, totalling 156,112 thousand euros, regard the purchase cost of assets that became available and ready for use during the year. Above all, such assets regard the installation of equipment at Sorting Centres, the rollout of hardware held in storage and completion of the process of restyling leased properties. Disposals, with a carrying amount of 1,677 thousand euros, primarily regard the sale of operating properties (906 thousand euros), the disposal or retirement of obsolete assets and connection technology (482 thousand euros) and the retirement of components of the fleet as a result of stolen or scrapped vehicles (145 thousand euros). The impact of these disposals on the income statement is described in note 25.2. Financial statements 268 5 - INVESTMENT PROPERTY Investment property primarily regards former service accommodation owned by Poste Italiane SpA pursuant to Law 560 of 24 December 1993, and residential accommodation previously used by post office managers. The following changes in Investment property took place in 2010 and 2009: 5.1 - Changes in Investment property Balance at 1 January Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Reclassifications(1) Disposals(2) Depreciation Reversals of impairments/(Impairments) Total changes Balance at 31 December Cost Accumulated depreciation Accumulated impairments Carrying amount Fair value at 31 December Reclassifications(1) Cost Accumulated depreciation Accumulated impairments Total Disposals(2) Cost Accumulated depreciation Accumulated impairments Total 2010 2009 127,310 (45,172) (5,121) 77,017 147,584 (47,916) (8,736) 90,932 469 29,069 (10,908) (4,727) 1,103 15,006 288 (753) (10,956) (4,311) 1,817 (13,915) 163,120 (67,662) (3,435) 92,023 140,037 127,310 (45,172) (5,121) 77,017 115,332 53,701 (24,632) 29,069 (1,871) 653 465 (753) (18,360) 6,869 583 (18,691) 6,402 1,333 (10,908) (10,956) Following a change in use, the portion of a property named Centro Nazionale di Scanzano (located in the Province of Perugia) owned by the Company, with a carrying amount of 27,672 thousand euros, was reclassified from operating properties to this asset category. The fair value of Investment property at 31 December 2010 amounts to 140,037 thousand euros. This value includes 86,381 thousand euros representing the sale price applicable to the Company’s former service accommodation pursuant to Law 560 of 24 December 1993, whilst the residual amount refers to internal estimates of market prices. Most of the properties included in this category are subject to lease agreements classifiable as operating leases, given that Poste Italiane SpA retains substantially all the risks and rewards of ownership of the properties. Under the relevant agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. Poste Italiane | Annual Report Notes to the separate financial statements 269 6 - INTANGIBLE ASSETS The following table shows changes in Intangible assets in 2009 and 2010: 6.1 - Changes in Intangible assets Balance at 1 January 2009 Cost Accumulated amortisation Carrying amount Changes during the year Purchases Adjustments Reclassifications Amortisation Total changes Balance at 31 December 2009 Cost Accumulated amortisation Carrying amount Changes during the year Purchases Adjustments Reclassifications(1) Amortisation Total changes Balance at 31 December 2010 Cost Accumulated amortisation Carrying amount Reclassifications(1) Cost Accumulated amortisation Total Industrial patents and intellectual property rights Concessions, licences, trademarks and similar rights Intangible assets in progress and prepayments Other Total 950,328 (721,945) 228,383 2,010 (1,917) 93 72,626 72,626 68,868 (68,868) - 1,093,832 (792,730) 301,102 123,684 50,399 (140,553) 33,530 16 (93) (77) 60,783 (103) (50,321) 10,359 - 184,483 (103) 78 (140,646) 43,812 1,124,411 (862,498) 261,913 2,026 (2,010) 16 82,985 82,985 68,868 (68,868) - 1,278,290 (933,376) 344,914 52,956 31,890 (142,363) (57,517) (5) (5) 102,844 (31,890) 70,954 - 155,800 (142,368) 13,432 1,209,257 (1,004,861) 204,396 2,026 (2,015) 11 153,939 153,939 68,868 (68,868) - 1,434,090 (1,075,744) 358,346 31,890 31,890 - (31,890) (31,890) - - Investment in Intangible assets during 2010 amounts to 155,800 thousand euros, including 9,184 thousand euros regarding software developed in-house and the related costs. The increase of 52,956 thousand euros in Industrial patents and intellectual property rights, before amortisation for the year, primarily refers to the purchase and entry into service of new software applications used by the Company for innovative Mail services, WEB Oriented services and BancoPosta services and in updating Asset and Configuration Management. New software applications were also purchased for use in the maintenance, evolution and development of the technology infrastructures used in the sale of BancoPosta services and in the updating of the platform used to provide multi-channel services. The balance of Intangible assets in progress and prepayments includes uncompleted investment, primarily regarding the development of software used in BancoPosta services (42,637 thousand euros), the platform for Integrated Web Services Financial statements 270 provided to postal customers (19,160 thousand euros), the infrastructure platform (15,610 thousand euros), the postal products platform (12,400 thousand euros) and the platform used in providing multi-channel services (11,445 thousand euros). During the year, the Company effected reclassifications from Intangible assets in progress to Industrial patents and intellectual property rights, amounting to 31,890 thousand euros. This primarily reflects the release and entry into service of new software programmes and the evolution of existing programmes. 7 - INVESTMENTS This item includes the following: 7.1 - Investments Item Balance at 31 December 2010 Balance at 31 December 2009 1,016,419 980 1,017,399 1,074,632 1,074,632 Investments in subsidiaries Investments in associates Total Changes in investments in subsidiaries during 2009 and 2010 are as follows: 7.2 - Changes in investments in 2009 Investments Balance at 1 January 2009 in subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Poste Contact Poste Link Scrl Cons. Servizi di Telefonia Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA PosteMobile SpA PosteShop SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA SDA Express Courier SpA Total Poste Italiane | Annual Report Additions Subscriptions/ Capital contributions Acquisitions Reductions Sales, liquidations, mergers Adjustments Reval. Balance at (Impair.) 31 December 2009 12,000 263 84 70 61 191,410 2,769 120 1,739 27,551 5,815 1,808 818 563,481 319 12,789 131,575 105,460 3,000 13,500 - - - - - 12,000 263 84 70 61 191,410 5,769 120 1,739 41,051 5,815 1,808 818 563,481 319 12,789 131,575 105,460 1,058,132 16,500 - - - - 1,074,632 Notes to the separate financial statements 271 7.3 - Changes in investments in 2010 Investments Balance at 1 January 2010 in subsidiaries BancoPosta Fondi SpA SGR 12,000 CLP ScpA 263 Consorzio Poste Contact 84 Poste Link Scrl 70 Cons. Servizi di Telefonia Mobile ScpA 61 EGI SpA 191,410 Mistral Air Srl 5,769 Poste Energia SpA 120 Poste Italiane Trasporti SpA 1,739 PosteMobile SpA 41,051 PosteShop SpA 5,815 Poste Tributi ScpA 1,808 Poste Tutela SpA 818 Poste Vita SpA 563,481 Poste Voice SpA 319 Postecom SpA 12,789 Postel SpA 131,575 SDA Express Courier SpA 105,460 Total subsidiaries 1,074,632 in associates Telma-Sapienza Scarl Total associates Total 1,074,632 Additions Subscriptions/ Capital contributions Acquisitions Reductions Sales, liquidations, mergers Adjustments Reval. Balance at (Impair.) 31 December 2010 3,500 1,739 5,239 - (84) 84 (1,739) (42) (1,781) - (277) (61,394) (61,671) 12,000 263 154 61 191,410 9,269 120 41,051 5,815 1,808 818 563,481 12,789 131,575 45,805 1,016,419 980 980 6,219 - (1,781) - (61,671) 980 980 1,017,399 Changes during 2010 regard: • the merger of Consorzio Poste Contact, 70% owned by Poste Italiane SpA, 15% owned by Postecom SpA and 15% owned by Postel SpA, with and into the subsidiary, Poste Link Scrl, on 24 February 2010, with effect for legal purposes from 8 March 2010 and for accounting and tax purposes from 1 January 2010; • the payment of 3,500 thousand euros in capital contributions to Mistral Air Srl to cover the loss reported at 30 September 2009 and to establish an extraordinary reserve, as approved by the Extraordinary General Meeting of the investee company’s shareholders on 9 February 2010; • subscription of the capital increase, totalling 1,739 thousand euros, carried out by SDA Express Courier SpA, following approval by the Extraordinary General Meeting of the investee company’s shareholders on 17 March 2010, via Poste Italiane SpA’s contribution of 100% of its stake in Poste Italiane Trasporti SpA; on 20 December 2010 the merger deed was executed, merging Poste Italiane Trasporti SpA with and into SDA Express Courier SpA, with effect for legal purposes from 31 December 2010 and for accounting and tax purposes from 1 January 2010; • the transfer, on 24 February 2010, of the entire investment in Poste Voice SpA to Poste Link Scrl (a wholly owned subsidiary: 70% owned by Poste Italiane SpA, 15% Postel SpA and 15% Postecom SpA) at a price of 42 thousand euros; on 15 June 2010 the merger deed was executed, merging Poste Voice SpA with and into Poste Link Scrl, with effect for accounting and tax purposes from 1 January 2010; following registration of the merger deed on 25 June 2010, Poste Voice SpA was cancelled from the Companies’ Register; • the subscription of 32.45% of the share capital of Telma-Sapienza Scarl at a cost of 490 thousand euros, following the Financial statements 272 acceptance by this company’s shareholders of Poste Italiane SpA’s participation on 11 October 2010 and payment of a further 490 thousand euros in the form of a statutory membership fee; the company is engaged in research, training and the development of new methods of learning and is involved in experimenting with new educational technologies. The following transactions also took place without modifying the value of the Company’s direct interests in the companies concerned: • the establishment by SDA Express Courier SpA, on 23 June, of Kipoint SpA with the aim of transferring the “Kipoint” division acquired from PosteShop SpA to the new company; this transaction was completed on 27 October 2010 with execution of the contract transferring the division; • the conclusion, on 20 December 2010, of an agreement between Poste Italiane SpA and UniCredit SpA for the acquisition, at a price of 136 million euros, of the entire share capital of UniCredit MedioCredito Centrale SpA, a company that promotes and manages government subsidies for businesses designed to support economic development; the effectiveness of this agreement is subject to the fulfilment of certain conditions precedent, including clearance from the Antitrust Authority and the Bank of Italy. The following table shows a list of investments in subsidiaries and associates at 31 December 2010: 7.4 - List of investments in subsidiaries and associates Name in subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Poste Link Scrl(2) Consorzio per i Servizi di Telefonia Mobile ScpA(2) EGI SpA Mistral Air Srl Poste Energia SpA(2) PosteMobile SpA PosteShop SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA(2) Postecom SpA Postel SpA SDA Express Courier SpA in associates Telma-Sapienza Scarl(3) Carrying Difference between amount at Equity and carrying 31 Dec 2010 amount % interest Share capital (1) Profit/(Loss) for the year Carrying amount of Equity Share of Equity 100 51 70 12,000 516 200 17,210 3,308 66,467 516 11,539 66,467 263 8,077 12,000 263 154 54,467 7,923 51 55 100 100 100 100 70 100 100 100 100 100 120 103,200 530 120 2,582 2,582 2,583 153 561,608 6,450 20,400 56,339 18,338 (1,518) 78 5,464 (2,500) 971 188,058 (1,106) 9,692 (34,508) 120 435,616 1,613 875 14,886 3,307 2,583 8,146 1,240,577 38,721 148,625 52,449 61 239,589 1,613 875 14,886 3,307 1,808 8,146 1,240,577 38,721 148,625 52,449 61 191,410 9,269 120 41,051 5,815 1,808 818 563,481 12,789 131,575 45,805 48,179 (7,656) 755 (26,165) (2,508) 7,328 677,096 25,932 17,050 6,644 32.45 1,510 - 980 (980) Consortium fund in the case of consortia. The registered offices of subsidiaries and associates are all located in Rome. The figures for these companies have been calculated under IFRS, and are not, therefore, consistent with those contained in the financial statements prepared under Italian GAAP. (3) Figures unavailable. (1) (2) Poste Italiane | Annual Report Notes to the separate financial statements 273 The impairment testing of investments required by the related accounting standards has been conducted. The tests carried out at 31 December 2010 were based on three-year plans, covering the period 2011-2013, for the relevant cash generating units (the companies and their subsidiaries). The figures for the last year of the plan were used to project cash flows for subsequent years over an indefinite time horizon. The Discounted Cash Flow (DCF) method was then applied to the resulting amounts. In calculating value in use, NOPLAT (Net Operating Profit Less Adjusted Taxes) was capitalised using an appropriate growth rate and discounted using the related WACC (Weighted Average Cost of Capital). A growth rate of 2% was used in the tests carried out at 31 December 2010. Based on the available prospective information and the results of the impairment tests conducted, the value of the investment in SDA Express Courier SpA has been written down by 61,394 thousand euros, in part by using the provisions made in 2009 (classified as Other provisions for liabilities and charges) to cover any eventual deterioration in the parameters used in preparing the long-term plans. Based on the specific nature of the business and organisational changes at SDA Express Courier SpA, the relevant impairment test was conducted on the basis of five-year projections. 8 - FINANCIAL ASSETS At 31 December 2010 and 2009 financial assets break down as follows: 8.1 - Financial assets Balance at 31 December 2010 Item Loans and receivables Loans Receivables Available-for-sale financial assets Equity instruments Fixed income instruments Other investments Derivative financial instruments Fair value hedges Total Non-current assets 991,800 655,560 336,240 Current assets 606,732 198,118 408,614 489,494 30,466 367,200 91,828 20,517 20,517 1,501,811 Balance at 31 December 2009 Total 1,598,532 853,678 744,854 Non-current assets 756,159 310,840 445,319 Current assets 590,894 198,340 392,554 Total 1,347,053 509,180 837,873 108,691 104,591 4,100 598,185 30,466 471,791 95,928 257,107 66,087 100,280 90,740 4,395 863 3,532 261,502 66,087 101,143 94,272 2,416 2,416 717,839 22,933 22,933 2,219,650 1,013,266 595,289 1,608,555 LOANS AND RECEIVABLES Loans Loans refer entirely to amounts due from Group companies, and break down as follows: Non-current portion: • 645,000 thousand euros relating to three subordinated loans issued to Poste Vita SpA, in order to bring the subsidiary’s capitalisation into line with the growth in earned premiums, in compliance with the specific regulations governing the insurance sector. This lending consists of a loan with a term to maturity of up to 7 years, totalling 45,000 thousand euros, Financial statements 274 disbursed on 12 May 2005, a loan of 250,000 thousand euros disbursed on 18 April 2008 and a loan with a term to maturity of up to 5 years, totalling 350,000 thousand euros, disbursed on 24 June 2010; • 10,560 thousand euros relating to three 5-year loans (3,600. 960 and 6,000 thousand euros, respectively), repayable in six-monthly instalments paid in arrears, granted to Postel SpA on 31 March 2008, 30 September 2008 and 20 May 2009, in order to fund the purchase of capital goods. Current portion: • 195,982 thousand euros in short-term loans and overdrafts on intercompany current accounts granted to subsidiaries, paying interest on an arm’s length basis, as described in table 8.2, and including accrued interest income of 39 thousand euros; • 2,136 thousand euros in interest accrued at 31 December 2010 on loans to the subsidiaries Poste Vita SpA and Postel SpA, accounted for in the non-current portion above. 8.2 - Current portion of loans and receivables Balance at 31 December 2010 Name Direct subsidiaries Mistral Air Srl Poste Energia SpA Poste Vita SpA Postel SpA SDA Express Courier SpA Accrued interest on non-current loans Total Balance at 31 December 2009 Loans Intercompany accounts Total Loans Intercompany accounts Total 5,280 20,040 25,320 5,759 1,805 106,442 56,656 170,662 5,759 1,805 111,722 76,696 195,982 50,000 5,280 25,133 80,413 4,671 74,158 37,308 116,137 4,671 50,000 79,438 62,441 196,550 2,136 - 2,136 1,790 - 1,790 27,456 170,662 198,118 82,203 116,137 198,340 Receivables Receivables break down as follows: 8.3 - Financial receivables Balance at 31 December 2010 Balance at 31 December 2009 Non-current assets Current assets Total Non-current assets Current assets Total 324,503 314,699 639,202 436,413 333,087 769,500 324,503 292,454 616,957 436,413 309,502 745,915 repayment of interest on loan (Law 887/84) - 9,633 9,633 - 11,665 11,665 interest on Poste Italiane SpA’s liquidity - 5,601 5,601 - 7,838 7,838 repayment of sums in dormant accounts - 7,011 7,011 - 4,082 4,082 11,737 - 11,737 8,906 - 8,906 Due from parent repayment of loans accounted for in liabilities Due from buyers of service accommodation Due from overseas postal operators for international money orders - 3,841 3,841 - 3,807 3,807 Due from others - 90,751 90,751 - 56,337 56,337 Provisions for doubtful debts - (677) (677) - (677) (677) 336,240 408,614 744,854 445,319 392,554 837,873 Total Poste Italiane | Annual Report Notes to the separate financial statements 275 At 31 December 2010 the fair value of receivables, totalling 616,957 thousand euros, due from the parent, the MEF, as repayment of loans accounted for in liabilities, amounts to 627,630 thousand euros. At 31 December 2009 the fair value of this item, which at the time had a carrying amount of 745,915 thousand euros, was 777,094 thousand euros. The carrying amount of the other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 639,202 thousand euros, primarily regard a receivable of 616,957 thousand euros relating to the residual principal to be repaid on loans accounted for in liabilities, and which, in accordance with the laws that authorised the relevant loans, are to be repaid by the parent. This receivable is represented by the amortised cost12 of a receivable with a face value of 666,901 thousand euros, which is expected to be collected by 2016. During 2010 the Company collected receivables with a face value of 155,237 thousand euros and estimated accrued finance income on the present value of the receivables to be 26,279 thousand euros. On the basis of the laws referred to below, these receivables are non-interest-bearing as they relate to loans for which only the principal is to be repaid by the government, with the exception of the loan linked to Law 887/8413. The face value of these receivables is as follows: Legislation Law Law Law Law 227/75 (mechanisation of PO services) 39/82 (subsequent changes to PO services) 887/84 41/86 Total Face value of receivable 21,885 382,714 260,344 1,958 666,901 Such items represent repayments of loans formerly disbursed by Cassa Depositi e Prestiti, in accordance with the above laws, to the former Post and Telecommunications Office in order to fund investment between 1975 and 1993. On conversion of the former Public Entity into a joint-stock company, the accounts payable to Cassa Depositi e Prestiti (the provider of the loans) and the accounts receivable from the parent, the MEF, to which the relevant laws assigned the burden of repayment, were posted in the accounts. Poste Italiane SpA is liable for interest expense through to full repayment of the loans. The difference of 161,128 thousand euros between the face value of the receivable and the face value of the liability of 505,773 thousand euros (note 20.2), which corresponds to the amortised cost, is due to repayment of the principal falling due in 2010 and in the process of collection. Receivables due from the parent, the MEF, also include: • 9,633 thousand euros in interest on the loan granted under Law 887/84 accruing in 2010 and in the process of collection; • 5,601 thousand euros due as accrued interest on the deposit of Poste Italiane SpA’s liquidity with the MEF in 2010; • 7,011 thousand euros for amounts returned to customers holding dormant accounts, the balances of which had previously been paid into a specific fund set up by the MEF, pursuant to Presidential Decree 116/2007. As envisaged by MEF Circular 11439 of 13 February 2009, the Company, which has advanced the sums claimed to customers, applied to the Ministry for reimbursement on 19 November 2010. 12. The amortised cost of the non-interest bearing receivable in question was calculated on the basis of the present value obtained using the risk-free interest rate applicable at the date from which the incorporation of Poste Italiane SpA took effect (1 January 1998). The receivable is thus increased each year by the amount of interest accrued and reduced by any amounts collected. 13. Interest was originally to be paid on this loan, but payments were suspended between 2001 and 2006, as a result of changes to the government’s budget. Interest accrued to 31 December 2008 was, instead, paid to Poste Italiane SpA from 2007. Financial statements 276 Amounts due from others, totalling 90,751 thousand euros, include: • guarantee deposits, totalling 90,074 thousand euros, accounted for by the Company in current assets, including 89,560 thousand euros established during the year in favour of counterparties with whom the Company has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of Poste Italiane SpA’s cash flow and fair value hedging policies (notes 8.6 and 12.4), and 514 thousand euros in favour of counterparties in outstanding repo liabilities on fixed income securities (with collateral provided by a specific Global Master Repurchase Agreement) (note 12.7); • 677 thousand euros resulting from early termination of two Interest Rate Swaps carried out by the Company in accordance with the related contracts terms. This amounts has been fully written down following the counterparty’s declaration of bankruptcy in 2008. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets break down as follows: 8.4 - Available-for-sale financial assets Balance at 31 December 2010 30,466 471,791 92,098 3,830 95,928 598,185 Equity instruments Fixed income instruments Fiduciary deposits Mutual investment funds Other investments Total Balance at 31 December 2009 66,087 101,143 91,001 3,271 94,272 261,502 The following changes took place during the year: 8.5 - Changes in Available-for-sale financial assets 2010 Note Balance at 1 January Additions/Disbursements FV gains and losses through Equity FV gains and losses through profit or loss Change in amortised cost Accrued income Reductions/Settlement of accrued income Balance at 31 December [17.1] 2009 Equity instruments 66,087 - Fixed income instruments 101,143 500,324 Other investments 94,272 - (574) (7,241) 1,647 (6,168) 24,725 498 (7,656) 17,567 2,210 - (24,569) (1,257) 4,629 270 (22,359) (1,257) 4,899 2,338 - (50) 863 261 2,338 (50) 1,124 (37,257) (101,238) (261) (138,756) - (409,146) (1,447) (410,593) 30,466 471,791 66,087 101,143 94,272 261,502 95,928 Equity Total instruments 261,502 38,970 500,324 54 598,185 Fixed income instruments 408,978 100,000 Other investments Total 103,114 551,062 - 100,054 Equity instruments Equity instruments primarily include: • 25,263 thousand euros relating to the fair value of 150,628 class B shares in MasterCard Incorporated (350,628 shares with a fair value of 60,808 thousand euros at 31 December 2009). These equity instruments are not quoted on a regulated market but, should it be necessary to sell them, may be converted into an equal number of class A shares, which are Poste Italiane | Annual Report Notes to the separate financial statements 277 listed on the New York Stock Exchange. During the year under review the Company settled the forward sale of 150,000 shares, under an agreement executed on 31 December 2009, and further forward sales of 50,000 shares in January and February 2010, realising a total gain of 31,575 thousand euros; • 4,500 thousand euros regarding the historical cost of the Company’s 15% interest in Innovazione e Progetti ScpA, the value of which is unchanged with respect to the previous year; • 586 thousand euros relating to the fair value of 11,144 class C shares in Visa Incorporated (at 31 December 2009: 11,144 shares with a fair value of 662 thousand euros). In accordance with the issuer’s memorandum of association, the class C shares are non-transferable and are convertible into class A shares, which are quoted on the New York Stock Exchange, at an exchange ratio of one for one from February 2011; • 117 thousand euros regarding the historical cost of the 8.637% interest in Eurogiro Holding A/S, the value of which is unchanged with respect to the previous year. Fixed income instruments This item refers to investments in fixed income instruments with a total face value of 500,000 thousand euros. These instruments consist of bonds issued by Cassa Depositi e Prestiti SpA via a private placement with a face value of 100,000 thousand euros (a fair value of 100,825 thousand euros) and BTPs acquired during the year with a face value of 400,000 thousand euros (a fair value of 370,966 thousand euros), including 375,000 thousand euros immediately hedged via asset swaps and fair value hedges, as described in note 8.6. At 31 December 2010 a notional amount of 400,000 thousand euros regards restricted investments in securities used as collateral for repurchase agreements entered into by the Company (note 20.3). Other investments Other investments regard: • a fiduciary deposit with a face value of 93,550 thousand euros (107,500 thousand euros at 31 December 2009), established by the Company in 2002 and expiring on 5 July 2012, and paying interest at a floating rate. The fair value of the fiduciary deposit at 31 December 2010 is 92,098 thousand euros (91,001 thousand euros at 31 December 2009). At 31 December 2010 approximately 86% of the deposit is held in cash, with the remainder invested in bonds. The Company has an option which, if exercised, guarantees recovery of approximately 84% of the face value. The trustee has also entered into credit default swaps (CDSs) with third-party counterparties to hedge exposure to the credit risk of certain issuers. These CDSs have a total notional value of 65 million euros14. Over the year under review the face value of the deposit has fallen by 13,950 thousand euros as a result of losses, recognised in the income statement, following the bankruptcy of the one of the entities covered by the CDSs; • units of equity mutual funds with a fair value of 3,830 thousand euros (3,271 thousand euros at 31 December 2009). 14. The deposit was established when the official rating was assigned to Poste Italiane SpA and represents liquidity reserves designed to guarantee Poste Italiane SpA’s bondholders and provide the rating agencies with a basis for their analysis. The initial deposit (215,000 thousand euros) was calculated in 2002 based on the level of borrowing costs generated in a calendar year on Poste Italiane SpA’s debt. In response to the subsequent reduction in borrowing costs, the face value of the investment has been progressively reduced by 107,500 thousand euros. In addition to guaranteeing a return, the deposit aims to provide additional assurances to the market and rating agencies. The establishment of the deposit in 2002 helped Poste Italiane SpA receive ratings that resulted in benefits in terms of reduced borrowing costs. Financial statements 278 DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative assets and liabilities are as follows: 8.6 - Changes in Derivative financial instruments 2010 Note Balance at 1 January Fair value gains and losses Income/Expenses through profit or loss Balance at 31 December of which: Derivative assets Derivative liabilities 2009 Cash flow hedges - Fair value hedges (2,331) 24,580 Fair value through profit or loss - - 684 22,933 - 22,933 - [8.1] [20.1] Total (2,331) 24,580 Cash flow hedges (2,265) 4,099 Fair value hedges (2,331) Fair value through profit or loss Total - (2,265) - 1,768 - 684 22,933 (1,834) - (2,331) - (1,834) - (2,331) - 22,933 - - (2,331) - (2,331) Fair value hedges At 31 December 2010 outstanding derivative financial instruments with a positive fair value15 of 22,933 thousand euros consist of 9 asset swaps used as fair value hedges entered into by the Company during the year under review to protect the value of BTPs with a notional value of 375 million euros from movements in interest rates. These instruments have enabled the Company to purchase a floating rate of 2.25% (the weighted average of the interest rates provided for in the nine contracts) and sell the fixed rate on the BTPs of 3.75%. During 2010 the Company settled two forward sale agreements relating to the 150,000 class B shares in MasterCard Incorporated and two forward sale agreements in US dollars executed by the Company in 2009 to hedge the price and foreign exchange risk exposures of the above shares. At 31 December 2009 these contracts had a fair value of 2,331 thousand euros. 9 - OTHER NON-CURRENT ASSETS 9.1 - Other non-current assets Item Long-term portion of trade receivables due from Public Sector entities Note Balance at 31 December 2010 [10.2] Balance at 31 December 2009 216,583 254,315 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2006 32,672 43,758 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2008 122,569 140,843 Long-term portion of receivables due from staff under fixed-term contracts settlement of 2010 33,029 - Long-term portion of receivables due from IPOST under fixed-term contracts settlements of 2006-2008 39,266 51,384 Provisions for doubtful debts due from staff (2,189) Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA Guarantee deposits paid to suppliers Total (2,189) 225,347 233,796 2,957 3,035 3,101 2,954 447,922 494,166 15. The fair value of these derivative instruments is based on the present value of expected cash flows deriving from the differentials to be exchanged. Poste Italiane | Annual Report Notes to the separate financial statements 279 Trade receivables are described in note 10. The long-term portion of receivables due from staff under fixed-term contracts settlements consists of salaries and the relevant contributions to be recovered following the agreements of 13 January 2006, 10 July 2008 and 27 July 2010 between Poste Italiane SpA and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. As shown in the following table, at 31 December 2010 these receivables regard the total residual present value of amounts due from staff and the pension fund, IPOST, totalling 293,416 thousand euros (after provisions for doubtful debts). Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2030. Under an agreement reached with IPOST on 23 December 2009, contributions relating to the agreements of 2006 and 2008 are to be recovered in straight-line six-monthly instalments, the last of which is due in 2014. 9.2 - Receivables from fixed-term contracts settlements Balance at 31 December 2010 Item Receivables due from staff under agreement of 2006(1) due from staff under agreement of 2008(2) due from staff under agreement of 2010(3) due from IPOST(4) Provisions for doubtful debts Total (1) (2) (3) (4) Balance at 31 December 2009 Non-current assets Current assets Total Face value Non-current assets Current assets Total Face value 32,672 14,397 47,069 52,203 43,758 16,375 60,133 66,974 122,569 28,477 151,046 178,534 140,843 38,923 179,766 213,159 33,029 39,266 (2,189) 11,352 13,843 - 44,381 53,109 (2,189) 56,515 55,372 51,384 (2,189) 13,843 - 65,227 (2,189) 69,215 225,347 68,069 293,416 233,796 69,141 302,937 Discounted on the basis of the forward interest rate curve for government securities in issue at 30 June 2006. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2008 in the case of individual agreements entered into in 2008, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2009 for individual agreements entered into in the first half of 2009. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2010. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. The current portion of 68,069 thousand euros is accounted for in Other current receivables and assets (note 11). 10 - TRADE RECEIVABLES Trade receivables break down as follows: 10.1 - Trade receivables 31 December 2010 Item Customers Subsidiaries Associates Parents Total Financial statements Non-current assets 216,583 216,583 Current assets 2,249,450 249,626 171 1,171,053 3,670,300 31 December 2009 Total 2,466,033 249,626 171 1,171,053 3,886,883 Non-current assets 254,315 254,315 Current assets 2,569,988 271,101 153 1,124,197 3,965,439 Total 2,824,303 271,101 153 1,124,197 4,219,754 280 CUSTOMERS This item breaks down as follows: 10.2 - Customers 31 December 2010 Non-current Item assets Ministries and Public Sector entities 216,583 Cassa Depositi e Prestiti Other BancoPosta services Overseas correspondents Unfranked mail delivered on behalf of third parties Users of telegraphic services Other trade receivables Provisions for doubtful debts Total 216,583 Current assets 889,513 842,556 256,181 184,210 126,992 45,131 149,674 (244,807) 2,249,450 31 December 2009 Total 1,106,096 842,556 256,181 184,210 Non-current assets 254,315 - Current assets 1,020,698 938,601 285,276 232,337 Total 1,275,013 938,601 285,276 232,337 126,992 45,131 149,674 (244,807) 2,466,033 254,315 146,734 45,252 138,094 (237,004) 2,569,988 146,734 45,252 138,094 (237,004) 2,824,303 Ministries and Public Sector Entities These items primarily regard amounts due from the following entities: • Cabinet Office - Publishing Department: 568,709 thousand euros due to the Company, corresponding to a face value of 606,125 thousand euros, relating to publisher tariff subsidies for the financial years from 2001 to 2010. The receivable is accounted for at its present value to take account of the time it is expected to take to collect the amount due in accordance with the regulations in force and the information available. For this reason, the sum of 216,583 thousand euros (corresponding to a face value of 253,999 thousand euros) is classified in Other non-current assets (note 9.1); • 77,044 thousand euros due from INPS, including 73,265 thousand euros due for the payment of pensions and attributable entirely to 2010; • 61,114 thousand euros due from the Ministry of Internal Affairs, including 37,948 thousand euros for integrated notification services and 23,166 thousand euros as payment for the franking of mail on credit; • 60,203 thousand euros due from the Ministry for Economic Development, including 54,445 thousand euros as reimbursement of the costs associated with the management of property, vehicles and security (including 3,212 thousand euros in amounts accrued during the year); • 44,161 thousand euros due from the Ministry of Justice, primarily for the delivery of administrative notices (22,232 thousand euros) and for the payment service for legal system expenses (19,229 thousand euros); • 39,814 thousand euros due from the tax authorities, primarily deriving from the postage of unfranked mail (19,890 thousand euros), integrated mail services (9,321 thousand euros), the payment of tax rebates (3,604 thousand euros) and the collection of tax returns (3,362 thousand euros); • 24,134 thousand euros due from the Municipality of Rome, primarily in relation to the delivery of administrative notices; • 23,497 thousand euros due from Lazio Regional Authority, primarily for the delivery of administrative notices; • 20,582 thousand euros due from the Municipality of Milan, primarily for the delivery of administrative notices. Cassa Depositi e Prestiti This item includes 822,000 thousand euros in fees and commissions collected in February 2011 in relation to the management of postal savings accounts in 2010, with the remainder regarding previous years. Poste Italiane | Annual Report Notes to the separate financial statements 281 Other BancoPosta services These receivables primarily regard: • amounts due from current account holders in the form of accrued fees and charges, totalling 143,989 thousand euros; • amounts due on insurance and banking services, on personal loans, on overdrafts and on mortgages sold on behalf of third parties, totalling 91,317 thousand euros. Overseas correspondents This item includes 183,664 thousand euros regarding postal services carried out for overseas postal operators, and 546 thousand euros relating to international telegraphic services. Unfranked mail delivered on behalf of third parties This item regards receivables deriving from the delivery of unfranked mail on behalf of third parties, primarily regarding bulk mail. As with the pre-existing Hybrid E-mail service, collection of these receivables is delegated to the authorised agents who provide the service. Users of telegraphic services These receivables regard telegrams ordered by telephone (34,542 thousand euros) and other telegraphic services (10,589 thousand euros). Other trade receivables Other trade receivables primarily include: • receivables deriving from unfranked mail on own behalf (50,331 thousand euros); • receivables deriving from parcel post operations (16,810 thousand euros); • receivables deriving from the rental of properties for retail and residential use, and of premises housing canteens and bars (13,693 thousand euros); • receivables deriving from the distribution of telephone directories (9,706 thousand euros). Provisions for doubtful debts Changes in Provisions for doubtful debts are as follows: 10.3 - Changes in Provisions for doubtful debts Overseas postal operators Public Sector entities Private customers For overdue interest Total Balance at 1 Jan 2009 6,646 175,411 67,186 249,243 4,904 254,147 Net provisions 1,613 (23,558) 1,914 (20,031) 2,861 (17,170) Deferred revenues 3,213 970 4,183 4,183 Uses (1,426) (701) (2,127) (2,029) (4,156) Balance at 31 Dec 2009 8,259 153,640 69,369 231,268 5,736 237,004 Net provisions 1,922 6,609 4,328 12,859 3,542 16,401 Deferred revenues Uses (14) 3,213 (10,398) 570 (240) 3,783 (10,652) (1,729) 3,783 (12,381) Balance at 31 Dec 2010 10,167 153,064 74,027 237,258 7,549 244,807 Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs (note 30.1), or, if referring to receivables accruing during the year, via deferral of the related revenues. Provisions regarding amounts due from Public Sector entities regard amounts that may not be recoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. Financial statements 282 DIRECT AND INDIRECT SUBSIDIARIES Trade receivables due from subsidiaries are as follows: 10.4 - Receivables due from subsidiaries Name Direct subsidiary BancoPosta Fondi SpA SGR CLP ScpA Consorzio per i Servizi di Telefonia Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Balance at 31 December 2010 Balance at 31 December 2009 615 5,684 30 649 437 637 3,355 1,293 276 24,123 1,315 183,542 11,082 6,505 5,121 2,665 3,405 30 982 555 783 698 426 2,431 1,223 342 35,377 98 1,812 197,914 11,851 6,491 2,944 4 3 21 1 1,084 259 3,362 183 67 249,626 823 63 166 271,101 Indirect subsidiary Address Software Srl Docutel SpA Italia Logistica Srl(1) Kipoint SpA Poste Assicura SpA PostelPrint SpA Uptime SpA(1) Total (1) Joint venture. Trade receivables include: • Postel SpA (167,215 thousand euros), mainly relating to receivables deriving from the delivery of Bulk Mail by Poste Italiane SpA and collected by the subsidiary; • Poste Vita SpA (18,758 thousand euros), largely regarding fees deriving from the sale of insurance policies through Poste Italiane SpA’s post offices. ASSOCIATES This item amounts to 171 thousand euros and refers to the indirect associate Docugest SpA. Poste Italiane | Annual Report Notes to the separate financial statements 283 PARENTS Amounts receivable regard trade receivables due to the Company from the Ministry of the Economy and Finance. The following table shows a breakdown: 10.5 - Receivables due from parents Item Balance at 31 December 2010 Balance at 31 December 2009 Universal Service Obligation Remuneration of current account deposits Publisher tariff and electoral subsidies Payment for delegated services Payment for distribution of euro coins Other Provisions for doubtful debts due from parents Total 854,330 185,217 155,758 36,322 6,026 6,255 (72,855) 1,171,053 841,503 201,778 109,064 36,322 6,026 6,734 (77,230) 1,124,197 Universal Service Obligation subsidies include 364,463 thousand euros representing the amount accruing in 2010, 371,830 thousand euros in amounts accrued in 2009, 32,011 thousand euros in amounts accrued in 2008 and 33,642, 43,721 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. Following the signature and publication in the Official Gazette of the addendum to the Contratto di Programma 2006-2008 (the Planning Agreement for the period 2006-2008), entered into by Poste Italiane SpA, the MEF and the Ministry for Economic Development, on 16 July 2010, it is now possible to collect 352 million euros. The remuneration of current account deposits refers entirely to amounts accruing in 2010 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Electoral subsidies include 66,794 thousand euros accruing in 2010, with the remainder attributable to previous years. At 31 December 2010 almost all these receivables have not been budgeted for by the Government. Payments for delegated services regard fees for treasury services carried out on behalf of the State under the recently renewed Agreement with the MEF. 28,350 thousand euros regards amounts accruing in 2010, with 7,972 thousand euros regarding the residual amount due for 2008 and 2007. Payment due for the distribution of euro coins includes 6,026 thousand euros for the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. At 31 December 2010 these receivables have not been budgeted for by the Government. Other receivables primarily refer to the transport and franking of mail on credit and services linked to the “Social Card”. 10.6 - Change in provisions for doubtful debts due from parents Provisions for doubtful debts Balance at 1 Jan 2009 Provisions Deferred revenues Uses Balance at 31 Dec 2009 Provision Deferred revenues Uses Balance at 31 Dec 2010 54,019 23,211 - - 77,230 (4,375) - - 72,855 Provisions for doubtful debts due from parents take account, overall, of the potential impact of legislation and other policies regarding the government’s management of the public finances, which could make it difficult to collect receivables recognised on the basis of legislation, contracts and agreements in force at the time of recognition. The provisions reflect the best estimate of unrecoverable amounts in view of the fact that these receivables have not been budgeted for by the government and have been based on the related financial impact. A portion of these provisions was released to the income statement in 2010 following the collection of amounts previously deemed unlikely to be recovered. Financial statements 284 11 - OTHER CURRENT RECEIVABLES AND ASSETS This item breaks down as follows: 11.1 - Other current receivables and assets Item Prepaid taxes Receivables due from others Provisions for doubtful debts due from others Other amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions Total Balance at 31 December 2010 Balance at 31 December 2009 253,574 312,703 (125,886) 78 12,817 453,286 232,186 339,860 (130,878) 1,086 3,951 446,205 PREPAID TAXES These primarily include 249,297 thousand euros in advances that the Company has paid to the tax authorities, including 214,905 thousand euros in stamp duty to be paid in virtual form in 2011, and 34,392 thousand euros as withholding tax on interest paid to current account holders for 2010. RECEIVABLES DUE FROM OTHERS These primarily regard: • 76,770 thousand euros (92,379 thousand euros at 31 December 2009) payable to BancoPosta by the heirs of INPS and INPDAP pensioners, following the collection of pension payments after the death of the pensioners concerned; • 68,069 thousand euros (69,141 thousand euros at 31 December 2009) relating to the current portion of the receivable described in note 9.2 relating to pay and contributions and due from staff previously employed on fixed-term contracts, who have been subsequently re-employed after acceptance of the union agreements of 13 January 2006, 10 July 2008 and 27 July 2010; • 62,003 thousand euros deriving from the recharging of third-party postal current account holders of stamp duty paid in virtual form in accordance with existing legislation (63,158 thousand euros at 31 December 2009); • amounts to be recovered by BancoPosta from the holders of postal savings books, totalling 13,816 thousand euros (14,929 thousand euros at 31 December 2009), due to transactions in the process of being settled; • 13,079 thousand euros in amounts stolen from the Company in December 2007 as a result of an attempted fraud. This amount is currently held by an overseas bank and may only be recovered once completion of the necessary legal formalities enables it to be released and returned to Poste Italiane SpA. The estimated time it will take to collect this receivable and the political risks linked to the country in which the depositary bank is based were taken into account when updating provisions for doubtful debts at 31 December 2010; • 11,231 thousand euros (12,327 thousand euros at 31 December 2009) due from ministries and Public Sector entities in the form of pay and contributions for personnel seconded to them by Poste Italiane SpA. Poste Italiane | Annual Report Notes to the separate financial statements 285 PROVISIONS FOR DOUBTUL DEBTS DUE FROM OTHERS Changes in provisions for doubtful debts are as follows: 11.2 - Changes in provisions for doubtful debts due from others Sundry receivables attributable to BancoPosta Public Sector entities for sundry services Other Total Balance at 1 Jan 2009 Net provisions Uses Balance at 31 Dec 2009 Net provisions Uses Balance at 31 Dec 2010 86,104 13,546 11,217 110,867 21,374 (2,095) 902 20,181 (170) (170) 107,308 11,451 12,119 130,878 (16,669) (984) 12,714 (4,939) (53) (53) 90,586 10,467 24,833 125,886 Provisions for sundry receivables attributable to BancoPosta regard amounts that the Company is expected to have difficulty in recovering from private customers for transactions to be settled. 21,577 thousand euros of these provisions was released to the income statement in 2010 following the collection of amounts previously deemed unlikely to be recovered and the settlement of other doubtful accounts. Provisions for amounts due from Public Sector entities regard accrued payments for the Company’s staff seconded to ministries and Public Sector entities. A portion of these provisions was released to the income statement in 2010, following the collection of certain items previously deemed unlikely to be recovered. OTHER AMOUNTS DUE FROM SUBSIDIARIES This item breaks down as follows: 11.3 - Other amounts due from subsidiaries Name Balance at 31 December 2010 Balance at 31 December 2009 Direct subsidiaries EGI SpA Poste Vita SpA Postecom SpA PosteMobile SpA PosteShop SpA 12 19 8 39 1,075 11 Total 78 1,086 12 - ASSETS AND LIABILITIES ATTRIBUTABLE TO BANCOPOSTA These items refer to the balances of financial transactions carried out by the Company pursuant to Presidential Decree 144/2001. In particular, these transactions regard management of the liquidity deposited in postal current accounts, carried out under the BancoPosta name, but subject to restrictions on the investment of such liquidity in compliance with the applicable legislation. The transactions also regard the management of collections and payments in the name and on behalf of third parties. These include the collection of postal savings (savings books and savings certificates), carried out on behalf of Cassa Depositi e Prestiti and the MEF, and services delegated by Public Sector entities. Among other things, these transactions involve the use of cash advances from the Italian Treasury and the recognition of receivables awaiting financial settlement. The specific agreement with the MEF, which was renewed by Ministerial Decree on 18 June 2009, was valid until 31 December 2010 and is in the process of being renewed. This agreement requires BancoPosta to provide daily Financial statements 286 statements of all cash flows, with a delay of one bank working day with respect to the transaction date. The liquidity deriving from current account deposits by Public Sector entities must be invested with the MEF and is remunerated at a floating rate in accordance with the specific agreement with the MEF approved by Ministerial Decree on 7 April 2009, which was valid until 31 December 2010 and is in the process of being renewed. This agreement applies the European Commission’s Decision of 16 July 2008. In compliance with the 2007 Budget Law, with effect from 2007 the Company is required to invest the funds raised from deposits paid into postal current accounts by private customers in euro area government securities. The above agreement with the MEF for treasury services, which was renewed on 18 June 2009, has confirmed that a limited portion of the funds deriving from deposits paid into postal current accounts by private customers may be invested in a specific account held at the MEF (the so-called Buffer Account). This is done with the aim of ensuring a certain flexibility with regard to investments in view of daily movements in amounts payable to current account holders. These deposits are remunerated at a rate equal to the average yield on Short-term Italian Treasury Certificates (BOT) in the relevant six-month period. ASSETS ATTRIBUTABLE TO BANCOPOSTA These assets are shown less Poste Italiane SpA’s liquidity (note 12.7) and include: 12.1 - Assets attributable to BancoPosta Item Balance at 31 December 2010 Balance at 31 December 2009 Investments in securities Derivative financial instruments Amounts due from the MEF Amounts due from the Italian Treasury Other receivables Cash 29,303,781 88,205 7,014,078 1,188,592 551,553 2,351,245 28,458,973 40,969 8,320,632 839,808 706,910 2,660,696 Total assets attributable to BancoPosta 40,497,454 41,027,988 (840,624) (1,515,829) 39,656,830 39,512,159 Poste Italiane SpA’s own liquidity held in postal current accounts Total Investments in securities This item regards investments in fixed income euro area government securities with a face value of 29,027,000 thousand euros, including 28,936,000 thousand euros invested in Italian government bonds and 91,000 thousand euros invested in BTAN (Bon du Trésor à Taux Fixe et à Intéret Annuel) issued by the French government. Poste Italiane | Annual Report Notes to the separate financial statements 287 Investments break down as follows: 12.2 - Investments in securities Maturing within 12 months 1,320,679 1,322,486 104,021 between 2 and 5 years 5,423,361 5,777,388 - over 5 years 6,543,072 7,967,966 - Total 13,287,112 15,067,840 104,021 Face value 13,114,650 14,092,700 100,000 Balance at 31 December 2009 2,747,186 11,200,749 14,511,038 28,458,973 27,307,350 Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) 1,593,460 764,258 - 5,024,525 2,183,221 - 8,150,228 11,588,089 - 14,768,213 14,535,568 - 14,509,650 14,517,350 - Balance at 31 December 2010 2,357,718 7,207,746 19,738,317 29,303,781 29,027,000 Securities Held-to-maturity (HTM) Available-for-sale (AFS) Held for trading (FVPL) The composition of this portfolio aims to replicate the financial structure of deposits paid into postal current accounts by private customers. Trend analysis for forecasting and prudential purposes is based on appropriate statistical models developed by a leading market player. An Asset & Liability Management system has been created to manage the match between customer deposits and investments. During the year under review, based on experience over the last three years, the Company updated the replication model for deposits and began the process of bringing investment portfolio maturities into line with the new model. Changes in investments in securities in 2009 and 2010 are as follows: 12.3 - Changes in investments in securities HTM AFS FVPL Total Face Carrying Securities value amount Balance at 31 December 2008 12,519,800 12,625,993 Purchases 3,220,850 3,281,112 Sales (1,326,000) (1,367,855) Redemptions (1,300,000) (1,300,000) Transfers to Equity reserves 32,211 Increase/(Decrease) in accrued income 11,760 Changes in amortised cost 3,891 Changes in fair value through PL Changes in fair value through Equity - Face value 12,630,200 4,208,750 (1,835,000) (911,250) - Fair value 12,993,663 4,299,497 (1,883,985) (911,250) (15,778) - (717) 34,430 - - - - 551,980 Balance at 31 December 2009 13,114,650 13,287,112 Purchases 2,695,000 2,814,133 Sales (150,000) (154,059) Redemptions (1,150,000) (1,150,000) Transfers to Equity reserves (17,857) Increase/(Decrease) in accrued income (5,029) Changes in amortised cost (6,087) Changes in fair value through PL Changes in fair value through Equity - 14,092,700 6,967,000 (5,707,350) (835,000) - 15,067,840 7,196,615 (5,814,550) (835,000) (227,728) - 17,645 9,912 - - (24,694) - - (854,472) - - - (854,472) Balance at 31 December 2010 14,517,350 14,535,568 - - 29,027,000 29,303,781 Financial statements 14,509,650 14,768,213 Face Fair value value 1,150,000 1,145,600 2,923,750 2,928,565 (3,773,750) (3,770,351) (200,000) (200,000) - Face value 26,300,000 10,353,350 (6,934,750) (2,411,250) - Carrying amount 26,765,256 10,509,174 (7,022,191) (2,411,250) 16,433 325 - - 11,368 38,321 - (118) - (118) - - - 551,980 100,000 104,021 1,911,000 1,921,109 (2,011,000) (2,025,807) - 27,307,350 11,573,000 (7,868,350) (1,985,000) - 28,458,973 11,931,857 (7,994,416) (1,985,000) (245,585) 677 - - 13,293 3,825 - - (24,694) 288 At 31 December 2010 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 14,774,542 thousand euros (including 227,567 thousand euros in accrued daily interest payments). The fair value of the available-for-sale portfolio is 14,535,568 thousand euros (including 215,080 thousand euros in accrued daily interest payments). A notional amount of 400,000 thousand euros regards restricted investments in securities used as collateral for repurchase agreements (note 12.7). The overall fair value loss of 879,166 thousand euros for the year is recognised in the relevant Equity reserve, consisting of a loss of 854,472 thousand euros relating to the portion of the portfolio not covered by fair value hedges, and in the income statement, represented by a loss of 24,694 thousand euros relating to the hedged portion. The deterioration reported reflects the downgrade of the Italian Government’s credit rating. The following changes in securities held for trading at fair value through profit or loss took place during the year. These transactions were executed with the primary aim of investing temporary spikes in deposits. In particular: • spot purchases with a face value of 1,820,000 thousand euros were settled; • sales of securities with a face value of 1,920,000 thousand euros were settled, including 1,270,000 thousand euros in spot transactions, 100,000 thousand euros in forward transactions executed in 2009, and 550,000 thousand euros in forward transactions executed in 2010; • the notional value of forward purchases of securities with a face value of 91,000 thousand euros has been recognised; these were subsequently sold on the same terms in response to changed market conditions, in the belief that it was appropriate to proceed with their substitution. Derivative financial instruments Changes in derivative financial instruments during the year are as follows: 12.4 - Changes in derivative financial instruments Cash flow hedges Forward purchases notional Balance at 1 January 2009 Fair value hedges Asset swaps Asset swaps fair value notional fair value notional FVPL Forward purchases fair value notional Forward sales Total fair value notional fair value notional fair value 52,447 958,750 50,570 1,674,950 3,957 - - - - 1,450,000 (2,080) 4,083,700 Discontinued CFHs (958,750) (50,570) - - - - 958,750 50,570 - - - - Increases/(Decreases)(*) 2,802,850 49,854 2,458,750 (50,431) - - - 9,316 2,273,750 (27,826) 7,535,350 (19,087) Gains/(Losses) through profit or loss(**) - 7,520 - (16,776) - - - - - - - (9,256) Transactions settled(***) (2,224,850) (16,405) (1,515,000) (29,825) - - (958,750) (59,886) (3,623,750) 29,899 (8,322,350) (76,217) (52,113) Balance at 31 December 2009 578,000 40,969 2,618,700 (93,075) - - - - 100,000 (7) 3,296,700 Discontinued CFHs (91,000) (6,941) - - - - 91,000 6,941 - - - - 1,820,000 2,802 450,000 83,259 2,950,000 15,904 - 2,286 541,000 (2,543) 5,761,000 101,708 Increases/(Decreases)(*) Gains/(Losses) through profit or loss(**) - - - - - (24) - - - - - (24) Transactions settled (***) (1,587,000) (50,530) (994,950) 2,476 - 2,864 (91,000) (9,227) (641,000) 2,550 (3,313,950) (51,867) 720,000 (13,700) 2,073,750 (7,340) 2,950,000 18,744 - - - - 5,743,750 (2,296) Balance at 31 December 2010 including: Derivative assets 100,000 225 400,000 25,956 1,100,000 62,024 - - - - 1,600,000 88,205 Derivative liabilities 620,000 (13,925) 1,673,750 (33,296) 1,850,000 (43,280) - - - - 4,143,750 (90,501) (*) Increases /(Decreases) refer to the notional value of new transactions and changes in the fair value of the overall portfolio during the period. (**) Gains and losses through profit or loss refer to any ineffective components of hedges, recognised in Other income and Other expenses from financial activities. (***) Transactions settled include forward transactions settled, accrued differentials and the extinguishment of asset swaps linked to securities sold. Poste Italiane | Annual Report Notes to the separate financial statements 289 During year under review the Company carried out the following transactions in relation to cash flow hedges: • the extinguishment of forward purchases outstanding at 31 December 2009 with a notional value of 91,000 thousand euros, and resulting from discontinued16 cash flow hedges, with reclassification of the hedges to derivative financial instruments at fair value through profit and loss (note 12.3); • the settlement of outstanding forward purchases at 31 December 2009 with a notional value of 487,000 thousand euros; • the execution of new forward purchase agreements with a notional value of 1,820,000 thousand euros (so-called cash flow hedges of forecast transactions), including 1,100,000 thousand euros already settled at 31 December 2010; • the execution of asset swaps on securities purchased during the period and with a notional value 450,000 thousand euros, and the extinction of asset swaps on securities sold, which were already protected by cash flow hedges, with a notional value of 994,950 thousand euros; as a result of these transactions, at 31 December 2010 the Company reports outstanding assets swaps with a total notional value of 2,073,750 thousand euros, with which it has purchased a fixed rate of 5.19% (the weighted average of the rates provided for in the contracts) and sold a floating rate on BTPs (Italian Long-term Treasury Certificates) indexed to inflation (BTP € i ). These instruments recorded an overall fair value gain of 86,061 thousand euros during the year, which is reflected in the Cash flow hedge reserve. During 2010 the Company also executed fair value hedges to limit exposure to the price volatility of certain investments in available-for-sale fixed income instruments. These instruments are long-term in nature or designed to provide portfolio flexibility. These transactions include interest rate swaps with a total notional value of 2,950,000 thousand euros, including 500,000 thousand euros to be activated immediately, 450,000 thousand euros to be activated in 2015, 500,000 thousand euros to be activated in 2016 and 1,500,000 thousand euros to be activated in 2020. The swaps have enabled the Company to purchase a suitable floating rate and sell the fixed rate applicable to the relevant BTPs. As a result of fluctuations in market rates, these instruments have undergone an overall net fair value gain of 15,904 thousand euros, whilst the hedged securities (note 12.3) have recorded a fair value loss of 24,694 thousand euros. The difference of 8,790 thousand euros is due to paid or maturing differentials. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, in addition to the above discontinued hedges, carried out via forward sales, forward sales with a total notional value of 641,000 thousand euros were settled during the year (including 100,000 thousand euros outstanding at 31 December 2009). These instruments regard the investment of temporary spikes in deposits. Amounts due from the MEF This item includes liquidity, amounting to 6,173,454 thousand euros (6,804,803 thousand euros at 31 December 2009), deriving from the postal current account deposits of Public Sector entities transferred to the parent under the restriction established by the Regent’s Decree of 22 November 1945. It also includes 840,624 thousand euros (1,515,829 thousand euros at 31 December 2009) in deposits (the so-called Buffer Account) provided for in the above change to the Agreement with the MEF approved by the Ministerial Decree of 14 December 2007. 16. Cessation of the application of hedge accounting following a decision by management, or due to the early sale or extinguishment of the hedged or hedging instrument, and the consequent application of a different accounting treatment, as required by the relevant IFRS. Financial statements 290 Amounts due from the Italian Treasury This item breaks down as follows: 12.5 - Amounts receivable from/(payable to) the Italian Treasury Item Balance at 31 December 2010 Balance at 31 December 2009 Amounts receivable from the Italian Treasury MEF postal current accounts and other payables Subtotal Ministry of Justice Ministry of the Economy and Finance Total 1,186,508 (679,417) 507,091 882,544 (729,443) 153,101 16 681,485 29 686,678 1,188,592 839,808 The net balance of amounts payable to and receivable from the Italian Treasury is represented by advances from the MEF to meet the cash requirements of post offices, less transfers of deposits and any excess liquidity by the Company. At 31 December 2010 this item was in credit. Other receivables Other receivables primarily relate to bank and postal cheques and bankers’ drafts (286,189 thousand euros), and amounts due from customers in the form of withdrawals from ATMs yet to be registered on their accounts (94,291 thousand euros). Cash attributable to BancoPosta 12.6 - Cash Item Cash in hand Cheques Bank deposits Total Balance at 31 December 2010 Balance at 31 December 2009 2,314,930 50 36,265 2,351,245 2,627,251 124 33,321 2,660,696 Cash essentially regards cash in hand held at post offices and by companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury. Poste Italiane | Annual Report Notes to the separate financial statements 291 LIABILITIES ATTRIBUTABLE TO BANCOPOSTA Liabilities attributable to BancoPosta are accounted for after deducting the Poste Italiane SpA’s liquidity held in postal current accounts in the name of the Company. These liabilities break down as follows: 12.7 - Liabilities attributable to BancoPosta Item Payables deriving from postal current accounts Repurchase agreements Balance of cash flows from management of postal savings Derivative financial instruments Other payables Note Balance at 31 December 2010 Balance at 31 December 2009 39,488,005 389,212 73,403 90,501 287,484 39,473,727 70,766 93,082 290,904 Total liabilities attributable to BancoPosta (Amounts payable to Poste Italiane SpA as a current account holder) 40,328,605 (2,251,441) 39,928,479 (2,118,383) Total 38,077,164 37,810,096 [12.4] Payables deriving from postal current accounts These payables regard amounts due to Poste Italiane Group companies, totalling 255,778 thousand euros (96,882 thousand euros at 31 December 2009). This includes 170,579 thousand euros deposited in postal current accounts by Poste Vita SpA (23,880 thousand euros at 31 December 2009). The balance includes a payable of 200,000 thousand euros relating to a time deposit made by a private customer and maturing by the end of 2011. Repurchase agreements In 2010 the Company executed twenty-six repurchase agreements with prime financial counterparties. These transactions, amounting to 2,432,161 thousand euros, were entered into to optimise investments with respect to short-term movements in deposits. At 31 December 2010 five contracts with a total value of 389,212 thousand euros remain outstanding. They are due to mature by the end of January 2011. Balance of cash flows from management of postal savings This item represents the balance of deposits less withdrawals during the last day of 2010 and cleared on the first day of the subsequent year. The balance at 31 December 2010 consists of 109,428 thousand euros payable to Cassa Depositi e Prestiti (86,936 thousand euros at 31 December 2009) and a receivable due from the MEF for issues falling within its competence, totalling 36,025 thousand euros (16,170 thousand euros at 31 December 2009). Other payables Other payables primarily regard 178,982 thousand euros in cheques presented for payment into postal savings books (215,104 thousand euros al 31 December 2009). Amounts payable to Poste Italiane SpA as a current account holder At 31 December 2010 Poste Italiane SpA’s liquidity held in postal current accounts to be deducted from BancoPosta’s liabilities amounts to 2,251,441 thousand euros. This amount is normally represented by demand deposits with the MEF Financial statements 292 held in the so-called Buffer Account, totalling 840,624 thousand euros (note 12.1), and investments in securities, totalling 1,410,817 thousand euros, deriving from deposits in the form of financial instruments not subject to investment restrictions (note 20.6). 13 - CASH AND CASH EQUIVALENTS This item breaks down as follows: 13.1 - Cash and cash equivalents Item Bank and postal deposits Cash in hand Postal deposits invested in Assets attributable to BancoPosta Total Balance at 31 December 2010 Balance at 31 December 2009 2,307,114 2,189,542 11,683 11,576 2,318,797 (1,410,817) 907,980 2,201,118 (602,554) 1,598,564 Deposits and cash in hand Cash belonging to the Company is primarily deposited in postal current accounts. The Company’s deposits earn returns based on the yield on short-term deposits with the MEF held in the so-called Buffer Account (note 12). Remuneration of these cash deposits is shown separately in Finance income (note 31.1), as opposed to revenue deriving from the investment of deposits from third parties (note 23.4). Bank and postal deposits include 26,647 thousand euros that has been frozen as a result of court orders relating to a number of legal actions of various nature. Postal deposits invested in Assets attributable to BancoPosta reflect the fact that, in compliance with the provisions of the 2007 Budget Law, funds deriving from deposits paid into postal current accounts by private customers, and therefore also the Company’s liquidity held in postal current accounts (note 12.7), are invested in euro area government securities, which are accounted for in Assets attributable to BancoPosta (note 12.1). Poste Italiane | Annual Report Notes to the separate financial statements 293 14 - NON-CURRENT ASSETS HELD FOR SALE This item breaks down as follows: 14.1 - Non-current assets held for sale 2010 2009 Balance at 1 January Cost Accumulated depreciation Impairments 2,687 (937) (465) 6,749 (2,118) (1,159) Carrying amount 1,285 3,472 5,415 (3,736) - 492 (2,679) - 1,679 (2,187) 6,060 (2,631) (465) 2,687 (937) (465) 2,964 1,285 9,306 (3,891) - 1,681 (724) (465) 5,415 492 Disposals Cost Accumulated depreciation Accumulated impairments (5,933) 2,197 - (5,743) 1,905 1,159 Total (3,736) (2,679) Changes during the year Reclassifications of non-current assets(1) Disposals(2) Reclassification from provisions for other liabilities and charges Total changes Balance at 31 December Cost Accumulated depreciation Impairments Carrying amount Reclassifications(1) Cost Accumulated depreciation Accumulated impairments Total (2) These assets refer to industrial buildings for which the related sales process has been completed, and which are expected to fetch a total price of over 16 million euros. Recognition of this item has not resulted in charges recognised in the income statement. Financial statements 294 15 - SHARE CAPITAL The share capital consists of 1,306,110,000 ordinary shares with a par value of 1 euro each owned by the sole shareholder, the Ministry of the Economy and Finance. In compliance with the Decree issued by the Ministry of the Economy and Finance on 30 November 2010, published in Official Gazette 293 of 16 December 2010, on 21 December 2010 the transfer of 457,138,500 Poste Italiane SpA ordinary shares, representing 35% of the Company’s share capital, from Cassa Depositi e Prestiti to the MEF was completed. At 31 December 2010 all the shares in issue are fully subscribed and paid up. No preference shares have been issued and the Company does not hold treasury shares. 16 - SHAREHOLDER TRANSACTIONS As approved by the General Meeting of shareholders held on 15 June 2010, in July and August 2010 the Company paid dividends totalling 500,000 thousand euros (based on a dividend per share of 0.38 euros). 17 - RESERVES Reserves break down as follows: 17.1 - Reserves Legal reserve Fair value reserve Cash flow hedge reserve Total Balance at 1 January 2009 Increases/(Decreases) in fair value during the period Tax effect of changes in fair value Transfers to profit or loss Tax effect of transfers to profit or loss Gains/(Losses) recognised directly in Equity Appropriation to retained earnings Appropriation of remaining profit for 2008 112,311 36,040 263,468 569,547 (181,144) (31,745) 10,088 366,746 - (117,363) 3,522 (837) (6,204) 1,904 (1,615) - 258,416 573,069 (181,981) (37,949) 11,992 365,131 36,040 Balance at 31 December 2009 148,351 630,214 (118,978) 659,587 38,640 (860,640) 274,394 (348,048) 110,277 (824,017) - 86,061 (27,445) 33,376 (10,632) 81,360 - (774,579) 246,949 (314,672) 99,645 (742,657) 38,640 186,991 (193,803) (37,618) (44,430) Increases/(Decreases) in fair value during the period Tax effect of changes in fair value Transfers to profit or loss Tax effect of transfers to profit or loss Gains/(Losses) recognised directly in Equity Appropriation to retained earnings Appropriation of remaining profit for 2009 Balance at 31 December 2010 Poste Italiane | Annual Report Notes to the separate financial statements 295 The Fair value reserve regards changes in the fair value of Available-for-sale financial assets. During 2010 fair value losses totalling 860,640 thousand euros included: • 854,472 thousand euros relating to the net fair value loss on BancoPosta’s investments in securities described in note 12.3; • 6,168 thousand euros regarding the net fair value loss on the available-for-sale financial assets described in note 8.5. The Cash flow hedge reserve reflects changes in the fair value of the effective portion of cash flow hedges outstanding. During 2010 net fair value gains of 86,061 thousand euros reflected the value of derivative financial instruments described in note 12.4. 18 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 18.1 - Changes in provisions for liabilities and charges in 2009 Balance at Item 31 Dec 2008 Provisions for non-recurring charges 88,215 Provisions for disputes with third parties 252,947 Provisions for disputes with staff(1) 624,349 Provisions for restructuring charges Provisions for invalidated postal savings certificates 19,448 Provisions for taxation/social security contributions 11,033 Other provisions 74,425 1,070,417 Provisions for tax consolidation liabilities 6,346 Total 1,076,763 Overall analysis of provisions: - non-current portion 257,920 - current portion 818,843 1,076,763 (1) (2) Provisions 25,058 34,067 251,501 115,000 Finance costs 1,176 - Released to income statement (6,090) (30,134) (26,692) - Uses (10,631) (97,282) (209,011) - Balance at 31 Dec 2009 96,552 160,774 640,147 115,000 - 571 - (555) 19,464 885 55,451 481,962 5,578(2) 487,540 1,747 1,747 (3,157) (66,073) (66,073) (1,030) (549) (319,058) (319,058) 10,888 126,170 1,168,995 11,924 1,180,919 Net provisions of 196,886 thousand euros for staff costs and 27,923 thousand euros for service costs (legal assistance). These provisions are offset by a reduction in current tax liabilities. Financial statements 286,437 894,482 1,180,919 296 18.2 - Changes in provisions for liabilities and charges in 2010 Balance at Item 31 Dec 2009 Provisions for non-recurring charges 96,552 Provisions for disputes with third parties 160,774 Provisions for disputes with staff(1) 640,147 Provisions for staff costs Provisions for restructuring charges 115,000 Provisions to the Solidarity Fund Provisions for invalidated postal savings certificates 19,464 Provisions for taxation/social security contributions 10,888 Other provisions 126,170 1,168,995 Provisions for tax consolidation liabilities Total Overall analysis of provisions: - non-current portion - current portion (1) (2) 11,924 1,180,919 Provisions 44,164 100,486 74,045 165,345 58,706 Finance costs 517 - Released to income statement (3,563) (21,999) - Uses (10,243) (8,739) (245,131) (115,000) - Balance at 31 Dec 2010 126,910 231,039 469,061 165,345 58,706 - 518 - (403) 19,579 22,903 - (4) (3,101) (43,774) 7,787 105,295 465,649 1,035 (25,566) (426,391) 1,183,722 (2) - - - 14,853 468,578 1,035 (25,566) (426,391) 1,198,575 2,929 286,437 894,482 1,180,919 365,966 832,609 1,198,575 Net provisions of 47,364 thousand euros for staff costs and 26,681 thousand euros for service costs (legal assistance). These provisions are offset by a reduction in current tax liabilities. Provisions for non-recurring charges regard operating risks connected with BancoPosta’s operations, such as liabilities deriving from the reconstruction of operating ledger entries at the time of the Company’s establishment, fraud, adjustments and revisions of income for previous years, etc. Provisions for the period amount to 44,164 thousand euros and primarily regard estimated revisions of fees received for the distribution of financial products. The size of these fees depends on the behaviour of subscribers. Uses of 10,243 thousand euros refer to liabilities identified or settled during the year. The amount released to the income statement, totalling 3,563 thousand euros, is due to the reversal of liabilities identified in the past. The provisions are based on the present value of the identified liabilities. Provisions for disputes with third parties regard the present value of expected liabilities deriving from different types of legal and out-of-court dispute with suppliers and third parties, the related legal expenses, and penalties and indemnities payable to customers. Provisions for the year of 100,486 thousand euros reflect the estimated value of new liabilities measured on the basis of expected outcomes. A reduction of 21,999 thousand euros relates to the non-occurrence of liabilities identified in the past, whilst a reduction of 8,739 thousand euros regards the value of disputes settled. Provisions for disputes with staff regard liabilities that may arise following labour litigation and disputes of various types, but largely attributable to the use of fixed-term employment contracts. Net provisions of 74,045 thousand euros regard an updated estimate of the liabilities and the related legal expenses, taking account of both the overall value of negative outcomes (in terms of litigation and union agreements), and the application of Law 183 of 4 November 2010 (the so-called “Collegato lavoro”), which has introduced a cap on compensation payable to an employee in the event of “court-imposed conversion” of a fixed-term contract. Uses, amounting to 245,131 thousand euros, include amounts used to cover the cost of settling disputes, including 6,346 thousand euros in the form of asset seizures by creditors. Provisions are based on the present value of identified liabilities, which are believed to be short term. Provisions for staff costs refer to best estimates of liabilities relating to staff costs for the year under review, which are expected to be determined during 2011. Poste Italiane | Annual Report Notes to the separate financial statements 297 Provisions for restructuring charges made in 2009, which regarded the estimated liabilities to be incurred by the Company in the form of redundancy payments for at least three thousand staff, have been used in full. Provisions to the Solidarity Fund have been established following the agreement of 27 July 2010 between Poste Italiane SpA and the labour unions. The provisions have been made within the scope of the Fondo di Solidarietà (the Solidarity Fund established by Ministerial Decree 178/2005) to provide income support for qualifying employees who decide to take early retirement. At 31 December 2010 the provisions correspond to the present value of estimated liabilities amounting to a face value of 62,898 thousand euros. These provisions are expected to be used progressively through to the first half of 2015. Provisions for invalidated postal savings certificates have been made to cover the cost of redeeming invalidated certificates relating to specific issues. The provisions represent amounts recognised in revenue in the income statements of the Company in the years in which the certificates became invalid. The provisions were made in response to the Company’s decision to redeem such certificates even if invalidated. At 31 December 2010 the provisions represent the present value of total liabilities, based on a face value of 22,470 thousand euros, which are expected to be progressively paid off by 2023. The Company redeemed certificates with a total face value of 403 thousand euros in 2010, and made provisions for finance costs totalling 518 thousand euros. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. The provisions decreased by 3,101 thousand euros following the settlement of a number of payables. The other provisions cover probable liabilities of various types, including: estimated liabilities deriving from the risk that specific legal actions to be undertaken in order to reverse seizures of the Company’s assets may be unable to recover the related amounts; claims for rent arrears on properties used free of charge by Poste Italiane SpA; and claims for payment of accrued interest expense due to certain suppliers. Provisions for the year of 22,903 thousand euros primarily refer to the first type of liability. Uses of these provisions, totalling 43,774 thousand euros, are largely due to a deterioration in certain indicators used as the basis for the long-term business plans on which impairment testing of the Company’s investments is based, for which provisions were made in 2009 (note 7). Provisions for tax consolidation liabilities represent the Company’s potential debt to Group companies included in the tax consolidation, equal to 50% of the economic benefit deriving from tax losses for the period transferred by such companies. In accordance with the Group’s rules for consolidation, this amount may be attributed to these companies, should there be reasonable certainty that they will produce sufficient future taxable income to enable them to recover the related deferred tax assets. Should such condition not occur, the provisions will be taken to Poste Italiane SpA’s income statement as a tax consolidation gain. Net provisions of 2,929 thousand euros made during 2010 almost entirely reflect the tax losses transferred to the Group by the subsidiaries SDA Express Courier SpA and Mistral Air Srl. Financial statements 298 19 - STAFF TERMINATION BENEFITS Following the reform of supplementary pension provision, from 1 January 2007 companies must pay vested staff termination benefits into a supplementary pension fund or into a Treasury Fund set up by INPS (should the employee have exercised the specific option provided for by the new legislation). These benefits qualify as a defined contribution plan and thus represent an expense to be recognised at face value in staff costs. Staff termination benefits vesting up to 31 December 2006, however, continue to represent accumulated liabilities qualifying as a defined benefit plan, for which actuarial calculation is necessary. The following changes in staff termination benefits took place in 2010 and 2009: 19.1 - Changes in staff termination benefits 2010 Balance at 1 January interest component effect of actuarial gains/(losses) Provisions for the year Uses for the year Reductions due to fixed-term contracts settlement of 2010 Balance at 31 December 2009 1,419,161 60,215 (68,866) 1,486,766 68,497 (49,849) (8,651) (110,223) (2,506) 1,297,781 18,648 (80,532) (5,721) 1,419,161 The interest component is recognised in Finance costs. The current service cost, which is no longer included in the staff termination benefits managed by the Company, is recognised in Staff costs. During 2010 net uses of provisions for staff termination benefits amounted to 110,223 thousand euros, represented by benefits paid, totalling 112,648 thousand euros, substitute tax of 4,914 thousand euros and transfers to a number of Group companies, amounting to 897 thousand euros, net of additions of 8,236 thousand euros regarding the transfer of provisions for disputes with staff formerly on fixed-term contracts who have been re-employed by the Company. The main actuarial assumptions applied in calculating staff termination benefits are as follows: Discount rate Average staff turnover17 (summary data) 2010 2009 4.55% 1.08% 4.00% 0.49% Based on experience obtained since the date of transition to IAS/IFRS, a number of actuarial assumptions have been revisited, including annual staff turnover. This revision has not, however, resulted in significant changes to the liability in question. 17. Frequency of early termination of employment due to resignations and dismissals. Poste Italiane | Annual Report Notes to the separate financial statements 299 20 - FINANCIAL LIABILITIES This item breaks down as follows: 20.1 - Financial liabilities 31 December 2010 Non-current liabilities 1,371,908 750,785 371,123 250,000 - Current liabilities 887,905 19,363 141,544 687,994 39,004 Derivative financial instruments - Financial liabilities due to subsidiaries Item Borrowings Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Other financial liabilities Amounts deriving from liability for robberies Sundry financial liabilities Total 31 December 2009 Total 2,259,813 770,148 512,667 937,994 39,004 Non-current liabilities 1,552,975 751,304 512,667 250,000 39,004 Current liabilities 223,934 19,375 166,850 747 36,962 Total 1,776,909 770,679 679,517 250,747 75,966 - - - 2,331 2,331 - 231,518 231,518 - 325,418 325,418 283,169 156,801 126,368 2,007,623 3,698 2,003,925 2,290,792 160,499 2,130,293 270,535 156,801 113,734 2,062,284 7,803 2,054,481 2,332,819 164,604 2,168,215 1,655,077 3,127,046 4,782,123 1,823,510 2,613,967 4,437,477 BORROWINGS Borrowings are unsecured and are not subject to financial covenants, requiring the Company to comply with certain financial ratios, or maintain a certain level of rating. The bonds in issue and bank borrowings are subject to standard negative pledge clauses18. Bonds Bonds regard fixed rate bonds, paying coupon interest of 5.25% and with a par value of 750 million euros. The bonds, which were issued in two tranches in 2002, are listed on the Luxembourg Stock Exchange and were placed in the form of a public offering to institutional investors. These 10-year bonds are to be redeemed in a lump sum in July 2012. The current portion of the loan represents accrued interest expense. The fair value (“mid price”) of the bonds at 31 December 2010 is 780,953 thousand euros (780,825 thousand euros at 31 December 2009). 18. A commitment given to creditors by which a borrower undertakes not to give senior security to other lenders ranking pari passu with the pre-existing creditors, unless the same degree of protection is offered to them also. Financial statements 300 Loans from Cassa Depositi e Prestiti This item refers to fixed rate loans issued by Cassa Depositi e Prestiti. The laws authorising the expenditure financed by the loans also establish the methods of repayment, as shown in the following table. 20.2 - Loans from Cassa Depositi e Prestiti Legislation Law 15/74 Law 34/74 Law 227/75 serv. acc.(1) Law 39/82 subsequent changes to PO services(1) Law 887/84(1) Law 41/86(1) Loans to be repaid in full by Poste Italiane 6,756 138 - Loans with principal to be repaid by parent 17,706 283,028 1,661 Loans with principal and interest to be repaid by parent (2) 203,378 - Total loans 6,756 138 17,706 283,028 203,378 1,661 6,894 302,395 203,378 512,667 Total (1) (2) Loans to be repaid by the Ministry of the Economy and Finance (principal: 505,773 thousand euros). From 2001 interest was no longer paid by the Government but by Poste Italiane SpA. From 2006 interest has been paid to the Company. The fair value of the loans is 524,854 thousand euros (711,212 thousand euros at 31 December 2009). The outstanding principal assigned by law to the Ministry of the Economy and Finance is offset by a receivable, accounted for in Financial assets, due from the parent. Collection of the amount receivable is linked to the repayment schedules for the loans (note 8.3). Bank borrowings This item breaks down as follows: 20.3 - Bank borrowings 31 December 2010 Non-current liabilities Current liabilities Floating rate loan from DEPFA Bank maturing 30 Sept 2013 Repurchase agreements Short-term borrowings Current account overdrafts Accrued interest expense 250,000 - Total 250,000 Item 31 December 2009 Total Non-current liabilities Current liabilities Total 386,482 300,000 37 1,475 250,000 386,482 300,000 37 1,475 250,000 - 747 250,000 747 687,994 937,994 250,000 747 250,747 The value of the above financial liabilities approximates to fair value. Outstanding repurchase agreements regard fixed income instruments with a notional value of 400,000 thousand euros (note 8.4) executed during the year under review to optimise returns and meet temporary liquidity requirements. Drawdowns on the Company’s total committed and uncommitted lines of credit, totalling 1,270,700 thousand euros, amount to 300,037 thousand euros. The lines of credit are unsecured. Poste Italiane | Annual Report Notes to the separate financial statements 301 Other borrowings This item regards fixed rate loans issued by CPG Società di Cartolarizzazione arl. Two loans totalling 309,874 thousand euros, denominated “Logistics 2002” and “Layout 2002”, were sold without recourse by Cassa Depositi e Prestiti to CPG Società di Cartolarizzazione arl in 2003. The two ten-year loans were used to finance certain projects. The fair value of these borrowings is 40,605 thousand euros (80,291 thousand euros at 31 December 2009). DERIVATIVE FINANCIAL INSTRUMENTS The change in this item during 2010 is described in note 8.6. FINANCIAL LIABILITIES DUE TO SUBSIDIARIES These liabilities regard intercompany current accounts paying interest at market rates. The following table shows a breakdown: 20.4 - Financial liabilities due to subsidiaries Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA EGI SpA Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA PosteMobile SpA PosteShop SpA Total Financial statements Balance at 31 December 2010 Intercompany Borrowings accounts Total 5,003 5,003 9,604 61 187,517 2 545 11,871 361 10,225 6,276 53 226,515 9,604 61 187,517 2 545 11,871 361 10,225 11,279 53 231,518 Balance at 31 December 2009 Intercompany Borrowings accounts Total - 18,010 61 160,856 4,120 2,244 2 1,351 17,769 100,058 15,219 5,077 651 325,418 18,010 61 160,856 4,120 2,244 2 1,351 17,769 100,058 15,219 5,077 651 325,418 302 OTHER FINANCIAL LIABILITIES Amounts deriving from liability for robberies The Company is liable to the Italian Treasury for losses resulting from robberies and fraud. The loss of cash resulting from these criminal acts has to be made up for, in order to ensure that post offices can carry out their daily operations. This is done via withdrawals from the Treasury. Changes in this liability are as follows: 20.5 - Changes in amounts deriving from liability for robberies Balance at 1 January Liabilities deriving from robberies during the period Repayments made Note 2010 2009 [30.1] 164,604 6,748 (10,853) 167,382 9,964 (12,742) 160,499 164.604 Balance at 31 December During 2010 the Company made repayments of 5,977 thousand euros to the Treasury for robberies that took place up to 31 December 2009 and of 4,876 thousand euros for robberies during the first half of 2010. Sundry financial liabilities Sundry financial liabilities are generated by BancoPosta activities not subject to the investment restrictions described in note 12. For this reason, they are not included in Liabilities attributable to BancoPosta (note 12.7). These liabilities break down as follows: 20.6 - Sundry financial liabilities 31 December 2010 Financial liabilities Italian Treasury for operational risk Amounts due on bills paid Amounts due on prepaid cards National and international money transfers Endorsed checks Tax collection Other Total Poste Italiane | Annual Report Non-current liabilities 125,456 912 126,368 Current liabilities 630,819 629,683 381,106 179,688 137,680 44,949 31 December 2009 Total 125,456 630,819 629,683 381,106 179,688 137,680 45,861 Non-current liabilities 113,630 104 Current liabilities 890,768 523,565 393,740 148,052 91,295 7,061 Total 113,630 890,768 523,565 393,740 148,052 91,295 7,165 2,003,925 2,130,293 113,734 2,054,481 2,168,215 Notes to the separate financial statements 303 Amounts due to the Italian Treasury for operational risks refer to advances obtained as a result of BancoPosta’s operations and which subsequently gave rise to liabilities that are either certain or likely to be incurred. Changes in these liabilities are as follows: 20.7 - Changes in amounts due to the Italian Treasury for operational risks Note 2010 Balance at 1 January 2009 113,630 New liabilities for operational risks Operational risks that did not occur 108,971 11,138 (1,727) [30.1] 10,762 (9,596) 9,411 (82) 2,497 125,456 Repayments made Uses of provisions for disputes Balance at 31 December 1,166 (27) 3,520 113,630 Amounts due on bills paid regard sums collected on payment of bills and yet to be allocated to the accounts of beneficiaries. Amounts due on prepaid cards represent amounts due to Postepay and Pensione card customers who have topped up their prepaid cards. Amounts due on national and international money transfers represent the exposure to customers for money orders and transfers, to Moneygram for customer transactions in process and amounts due to overseas postal operators for international money orders. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Tax collection payables represent the amount due to tax collection agents and the tax authorities for payments of tax effected by customers. Other financial liabilities primarily regard 39,720 thousand euros in guarantee deposits received by the Company from counterparties with whom Poste Italiane SpA has executed asset swap transactions (with collateral provided by a specific Credit Support Annex) as part of its cash flow and fair value hedging policies (notes 8.6 and 12.4). Analysis of net debt/(funds) The Company’s net debt or net funds at 31 December 2010 and 31 December 2009 are as follows: 20.8 - Net debt/(funds) Item Note Financial liabilities Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Other [20.1] Liabilities attributable to BancoPosta Financial assets Loans and receivables Available-for-sale financial assets Derivative financial instruments Assets attributable to BancoPosta Net liabilities/(assets) Cash and cash equivalents Net debt/(funds) Financial statements Balance at 31 December 2010 of which related party Balance at transactions 31 December 2009 of which related party transactions 4,782,123 770,148 512,667 937,994 39,004 2,522,310 512,667 231,518 4,437,477 770,679 679,517 250,747 75,966 2,660,568 679,517 325,418 [12.7] 38,077,164 340,707 37,810,096 172,232 [8.1] (2,219,650) (1,598,532) (598,185) (22,933) (39,656,830) (1,492,880) (100,825) (6,173,454) (1,608,555) (1,347,053) (261,502) (39,512,159) (1,278,680) (101,143) (6,804,803) [12.1] [13.1] 982,807 (907,980) 74,827 - 1,126,859 (1,598,564) (471,705) - 304 21 - TRADE PAYABLES This item breaks down as follows: 21.1 - Trade payables Item Balance at 31 December 2010 Balance at 31 December 2009 Amounts due to suppliers Amounts due to subsidiaries Prepayments and advances from customers Interest payable to customers 1,028,834 310,919 186,922 66,665 1,113,077 234,886 208,269 95,865 Total 1,593,340 1,652,097 Balance at 31 December 2010 Balance at 31 December 2009 901,889 5,233 121,712 956,190 9,440 147,447 1,028,834 1,113,077 AMOUNTS DUE TO SUPPLIERS 21.2 - Amounts due to suppliers Item Italian suppliers Overseas suppliers Overseas correspondents(1) Total (1) The amount due to overseas correspondents regard fees payable to overseas postal operators and companies in return for postal and telegraphic services provided. Poste Italiane | Annual Report Notes to the separate financial statements 305 AMOUNTS DUE TO SUBSIDIARIES This item breaks down as follows: 21.3 - Amounts due to subsidiaries Name Balance at 31 December 2010 Balance at 31 December 2009 Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio per i Servizi di Telefonia Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA 97 52,851 5,427 871 106 18,561 1,127 33,643 137 57,479 5,176 336 1,168 34,092 70,902 1,983 1,450 106 23,350 10,197 1,164 25,813 83 28,878 1,030 123 270 11,440 Indirect subsidiaries Poste Assicura SpA PostelPrint SpA Italia Logistica Srl(1) Kipoint SpA 99,593 219 36 503 57,397 197 - 310,919 234,886 Total (1) Joint venture. PREPAYMENTS AND ADVANCES FROM CUSTOMERS This item refers to amounts received from customers as prepayment for the following services to be rendered: 21.4 - Prepayments and advances from customers Item Prepayments from overseas correspondents Mechanised franking Unfranked mail Postage-paid mailing services Other services Total Financial statements Balance at 31 December 2010 Balance at 31 December 2009 76,650 63,701 23,782 10,025 12,764 103,178 67,141 18,035 10,842 9,073 186,922 208,269 306 INTEREST PAYABLE TO CUSTOMERS This refers to interest accrued on postal current accounts during the year, less the related withholding tax. Accrued interest payable to subsidiaries at 31 December 2010 amounts to 362 thousand euros (4,132 thousand euros at 31 December 2009). 22 - OTHER LIABILITIES This item breaks down as follows: 22.1 - Other liabilities 31 December 2010 Item Amounts due to staff Amounts due to social security agencies Non-current liabilities Current liabilities - 31 December 2009 Total Non-current liabilities Current liabilities Total 833,963 833,963 - 813,547 813,547 54,136 409,816 463,952 59,462 468,555 528,017 Other tax liabilities - 123,404 123,404 - 146,606 146,606 Amounts due to the parent - 12,140 12,140 - 12,140 12,140 Other amounts due to subsidiaries - 15,422 15,422 - 11,380 11,380 Sundry payables 9,780 118,220 128,000 7,156 138,541 145,697 Accrued expenses and deferred income from trading transactions 6,236 23,119 29,355 6,301 24,807 31,108 70,152 1,536,084 1,606,236 72,919 1,615,576 1,688,495 Total AMOUNTS DUE TO STAFF These items primarily regard accrued amounts that have yet to be paid at 31 December 2010. The following table shows a breakdown: 22.2 - Amounts due to staff Item Balance at 31 December 2010 Balance at 31 December 2009 Incentives and productivity bonuses 384,739 356,386 Fourteenth month salaries 233,072 241,764 72,654 85,385 Other amounts due to staff 143,498 130,012 Total 833,963 813,547 Accrued vacation pay Poste Italiane | Annual Report Notes to the separate financial statements 307 AMOUNTS DUE TO SOCIAL SECURITY AGENCIES This item breaks down as follows: 22.3 - Amounts due to social security agencies 31 December 2010 31 December 2009 Non-current liabilities Current liabilities Total IPOST - 283,732 INPS - 35,881 INAIL 54,136 Pension fund - Amounts due to the Solidarity Fund - Other agencies 54,136 409,816 Item Total Non-current liabilities Current liabilities Total 283,732 - 324,192 324,192 35,881 - 40,061 40,061 2,531 56,667 56,667 2,470 59,137 69,200 69,200 - 69,579 69,579 3,573 3,573 2,795 18,087 20,882 14,899 14,899 - 14,166 14,166 463,952 59,462 468,555 528,017 Amounts due to IPOST regard pension and social security contributions due to the institute on behalf of the Company’s employees, calculated on both the salaries paid as of 31 December 2010 and accrued amounts due, as reported in the item Amounts due to staff. Amounts due to INPS primarily regard provisions for vested staff termination benefits to be paid into the agency’s Treasury fund at 31 December 2010 (note 19). Amounts due to INAIL regard charges for injury compensation paid to employees of the Company for injuries occurring up to 31 December 1998. This amount, originally totalling 82,633 thousand euros, is repayable by Poste Italiane SpA in thirty years from 31 December 1999, based on a straight-line amortisation schedule and an annual interest rate of 2.5%. Amounts payable to pension funds regard sums due to FondoPoste and other pension funds following the decision by certain employees to join a supplementary fund. Amounts due from the Company to the Solidarity Fund (set up by Ministerial Decree 178 of 1 July 2005) regard amounts designed to cover redundancy payments and income support for employees who, having qualified for participation, decide to take voluntary early retirement. This liability was reduced by 19,842 thousand euros during the year as a result of contributions paid and redundancy payments effected. It was increased by 2,533 thousand euros, including 2,321 thousand euros following an updated estimate of the liability made necessary by regulations that have increased “retirement windows” and 212 thousand euros for accrued finance costs on the discounted residual amount payable at 31 December 2009. OTHER TAX LIABILITIES This item breaks down as follows: 22.4 - Other tax liabilities Item Withholding tax on employees’ and consultants’ salaries Withholding tax on postal current accounts Substitute tax Stamp duty Other taxes due Total Financial statements Balance at 31 December 2010 Balance at 31 December 2009 86,741 23,365 2,056 4,756 6,486 95,853 34,391 654 9,247 6,461 123,404 146,606 308 Amounts due on salaries paid to employees and consultants regards withholding tax paid to the tax authorities by the Company in January and February 2011. Withholding tax due on postal current accounts refers to amounts withheld on interest accrued on customers’ current accounts. Substitute tax represents the balance payable by the Company on the revaluation of staff termination benefits in 2010. Stamp duty is payable to the tax authorities as duty to be paid in virtual form. The balance includes the adjustment paid in 2011 pursuant to note 3bis of art. 13 of the Tariffs provided for by Presidential Decree 642/1972. Other taxes due include urban waste tax of 6,486 thousand euros. AMOUNTS DUE TO THE PARENT This item refers to 12,140 thousand euros due to the Ministry of the Economy and Finance for pensions paid by the Ministry to former employees of the Company for the period 1 January to 31 July 1994. OTHER AMOUNTS DUE TO SUBSIDIARIES 22.5 - Other amounts due to subsidiaries Name Direct subsidiaries EGI SpA Poste Vita SpA Postel SpA PosteMobile SpA Mistral Air Srl SDA Express Courier SpA Indirect subsidiaries PostelPrint SpA Poste Assicura SpA Total Balance at 31 December 2010 Balance at 31 December 2009 36 7,400 175 99 7,549 36 1,262 175 2,245 7,509 153 10 153 - 15,422 11,380 This item primarily regards the amount payable by Poste Italiane SpA, as the consolidating entity, to subsidiaries in return for the transfer of tax credits for advance payments, withholding taxes paid and tax paid overseas, less IRES payable by subsidiaries to the Company, and the benefit linked to the tax losses transferred from Mistral Air Srl and SDA Express Courier SpA during 2010. Poste Italiane | Annual Report Notes to the separate financial statements 309 SUNDRY PAYABLES This item breaks down as follows: 22.6 - Sundry payables 31 December 2010 Item 31 December 2009 Non-current liabilities Current liabilities Total Sundry payables attributable to BancoPosta Non-current liabilities Current liabilities Total 107,308 - 90,868 90,868 - 107,308 9,780 - 9,780 7,156 - 7,156 Other - 27,352 27,352 - 31,233 31,233 Total 9,780 118,220 128,000 7,156 138,541 145,697 Guarantee deposits Sundry payables primarily attributable to BancoPosta refer to 76,770 thousand euros due to INPS and INPDAP for pensions paid by Poste Italiane SpA to pensioners after their death and which are in the process of being recovered. A further 13,816 thousand euros is due to Cassa Depositi e Prestiti as a result of amounts registered in customers’ postal savings books and in the process of verification. Guarantee deposits primarily regard amounts collected from customers as a guarantee of payment for certain services (postage-paid mailing services, the use of post office boxes, lease contracts, telegraphic service contracts, etc.). ACCRUED EXPENSES AND DEFERRED INCOME FROM TRADING TRANSACTIONS The nature and composition of Accrued expenses and deferred income is as follows: 22.7 - Accrued expenses and deferred income 31 December 2010 31 December 2009 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total - 2,921 2,921 - 2,799 2,799 Deferred income 6,236 20,198 26,434 6,301 22,008 28,309 Total 6,236 23,119 29,355 6,301 24,807 31,108 Item Accrued expenses Deferred income primarily regards: • 14,225 thousand euros in fees on Postamat cards collected in advance; • 6,301 thousand euros (including 5,986 thousand euros relating to income accruing after 2011) regarding the advance collection of the rental on a thirty-year lease of a pneumatic postal machine in Rome; • 3,835 thousand euros relating to income accruing in future years as a result of the Gran Premio BancoPosta loyalty programme, which grants award credits to customers in return for certain behaviours. As required by IFRIC 13, recognition of the related revenue is deferred until the Company has fulfilled its obligations to deliver awards to customers or, if the award credits must be used within a limited period of time, until the credits are no longer valid. Financial statements 310 23 - REVENUES FROM SALES AND SERVICES Revenues from sales and services of 9,571,585 thousand euros break down as follows: 23.1 - Revenues from sales and services Item 2010 2009 Postal Services BancoPosta Services Other sales of goods and services 4,505,309 4,961,743 104,533 4,708,951 5,039,417 92,798 Total 9,571,585 9,841,166 POSTAL SERVICES Revenues from Postal Services break down as follows: 23.2 - Postal Services Item 2010 2009 Unfranked mail Mechanised franking by third parties and at post offices Stamps Integrated services Postage-paid mailing services Overseas mail and parcels Telegrams and online services Other postal services 1,549,490 1,274,987 455,362 284,286 201,752 112,746 62,384 75,281 1,537,481 1,300,943 502,247 256,227 168,087 121,734 69,905 70,483 Total market revenues 4,016,288 4,027,107 364,463 371,830 124,558 310,014 4,505,309 4,708,951 Universal Service subsidies Publisher and electoral tariff subsidies(1) Total (1) Subsidies to compensate for tariffs discounted in accordance with the law. Unfranked mail includes revenues from the mailing of correspondence by large customers from certain network centres and enabled post offices, including mailings carried out under the Bulk Mail formula. Mechanised franking by third parties or at post offices regards revenues from the mailing of correspondence franked directly by customers or at post offices using a franking machine. Stamp sales refer to the sale of postage stamps through post offices and authorised outlets and sales of stamps used for franking on credit. Integrated services regard the delivery of administrative notices and fines, amounting to 255,034 thousand euros, the integrated notification service for legal process carried out on behalf of UNEP (Notifications, Enforcements and Complaints Offices), totalling 27,299 thousand euros, and revenues deriving from the agreement with the tax authorities regarding bulk and registered services, amounting to 1,953 thousand euros. Poste Italiane | Annual Report Notes to the separate financial statements 311 Postage-paid mailing services regard revenues from the delivery of periodicals and mail-order goods on behalf of publishers who benefit from preferential rates, as provided for by Law 46 of 27 February 2004, which converted Legislative Decree 353 of 24 December 2003. Overseas mail and parcels relate to revenues from the international exchange of such items. Telegrams and online services primarily regard the telegram service provided by phone or at post offices, and amounting to 36,441 thousand euros and 12,283 thousand euros, respectively. Universal Service Obligation subsidies regard the subsidies paid by the Ministry of the Economy and Finance to cover the costs of fulfilling the Universal Service Obligation (USO). Subsidies of 364,463 thousand euros are, whilst awaiting renewal of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, estimated on the basis of the best available information from previous Contratti di Programma (Planning Agreements) and Interministerial Committee for Economic Planning (CIPE) “Guidelines for Regulation of the Postal Sector”. Publisher and electoral tariff subsidies include: • 57,764 thousand euros representing the amounts due from the Publishing Department of the Cabinet Office to cover the cost of the preferential rates offered to publishers and non-profit organisations which, following the Ministry for Economic Development Decree of 30 March 2010, were applicable only to the first quarter of the year. The amount due was calculated on the basis of the tariffs established in the Ministerial Decrees of 23 November 2002 and 1 February 2005. The discounts granted by the Company are only partially covered by the amount set aside in the Cabinet Office’s budget; • 66,794 thousand euros in amounts paid by the State to cover reductions and preferential prices granted to election candidates under Law 515/93. This amount has also not been budgeted for by the MEF. BANCOPOSTA SERVICES These revenues break down as follows: 23.3 - BancoPosta services Item 2010 2009 Fees for the collection of postal savings deposits Income from the investment of postal current account deposits Commissions on bills processed Other revenues from current account services Insurance brokerage Income from delegated services Distribution of loan products Fees for issue and use of prepaid cards Money transfers Fees from securities placement and trading Securities custody Distribution of investment funds Other products and services 1,557,000 1,375,716 622,110 493,772 283,438 194,778 184,894 88,195 77,107 26,246 22,434 1,799 34,254 1,600,000 1,319,900 640,722 502,124 218,382 202,442 181,095 74,109 78,447 158,431 24,496 2,469 36,800 Total 4,961,743 5,039,417 Fees for the collection of savings deposits regard payment for managing, issuing and redeeming Postal Savings Certificates and payments into and withdrawals from Postal Savings Books. These services are provided by the Company on behalf of Cassa Depositi e Prestiti. The amount for 2010, totalling 1,557,000 thousand euros, was calculated on the basis of the tariffs applicable to the annual targets for savings deposits provided for in the agreement executed on 10 March 2010. This agreement, which expired on 31 December 2010, is in the process of renewal. Financial statements 312 Income from the investment of postal current account deposits breaks down as follows. 23.4 - Income from the investment of postal current account deposits Item Income from investment in securities Interest income on HTM securities Interest income on AFS financial assets Interest income on securities held for trading Interest income on asset swaps of AFS financial assets Income from deposits held with the MEF Net remuneration of own liquidity recognised in finance income and costs Total 2010 2009 1,188,665 582,413 571,808 677 33,767 1,112,073 516,695 543,453 1,825 50,100 196,140 214,296 (9,089) (6,469) 1,375,716 1,319,900 Income from investments in securities Interest income on securities derives from the investment of deposits paid into postal current accounts by private customers. The total includes the impact of the cash flow hedges described in note 12.4. Income from deposits held with the MEF Remuneration of postal current account deposits represents accrued interest for the year on amounts deposited by Public Sector entities and, to a lesser extent, returns on amounts deposited in the so-called Buffer Account with the Ministry of the Economy and Finance, as described in note 12. The floating rate used to calculate remuneration of the above deposits and the rate used to calculate interest on the Buffer Account are those provided for in the specific agreements with the MEF. Net remuneration of the Company’s own liquidity deposited in postal current accounts This item is shown separately in Finance income and costs (note 31). Other revenues from current account services primarily regard current account charges (186,605 thousand euros), fees on amounts collected and on statements of account sent to large customers (129,788 thousand euros), annual fees on debit cards (58,796 thousand euros) and on debit card transactions (54,955 thousand euros). Revenues from insurance brokerage derive primarily from fees receivable from the subsidiaries Poste Vita and Poste Assicura, in return for the sale of insurance policies in 2010 (281,517 thousand euros). Income from delegated services primarily regards amounts received by the Company for the payment of pensions disbursed by INPS (108,091 thousand euros) and INPDAP (13,309 thousand euros), and for treasury services carried out by the Company in 2010 on the basis of the Agreement between Poste Italiane SpA and the MEF (57,662 thousand euros). Revenues from the distribution of loan products regard commissions on the sale of personal loans and mortgages on behalf of third parties (184,894 thousand euros). Revenues from money transfers primarily regard commissions collected on national money orders (50,693 thousand euros), Moneygram transfers (15,013 thousand euros) and Eurogiros (5,524 thousand euros). Fees from securities placement and trading (26,246 thousand euros) regard income from the execution of purchase and sell orders on the secondary market on behalf of customers. Poste Italiane | Annual Report Notes to the separate financial statements 313 Revenues generated by the distribution of investment funds do not include management fees which, in accordance with the EU’s Markets in Financial Instruments Directive (Directive 2004/39/EC, “MiFID”), are attributable entirely to the fund manager, BancoPosta Fondi SpA SGR. OTHER SALES OF GOODS AND SERVICES This income from ordinary activities is not attributable to the specific Postal and BancoPosta segments. The main components include: fees received for collecting applications for residence permits and other permits, totalling 34,122 thousand euros (25,876 thousand euros in 2009), income from call centre services, amounting to 10,608 thousand euros (7,837 thousand euros in 2009), and income from the provision of ancillary franking and packaging services, totalling 7,473 thousand euros (10,491 thousand euros in 2009). 24 - OTHER INCOME FROM FINANCIAL ACTIVITIES Other income from financial activities consists of the following: 24.1 - Other income from financial activities Item Income from financial instruments at fair value through profit or loss Realised gains Income from held-to-maturity securities Realised gains Income from available-for-sale financial assets Realised gains Income from cash flow hedges Realised gains Income from fair value hedges Fair value gains Other income Total 2010 8,636 8,636 32 32 269,254 269,254 79 79 3,081 281,082 2009 46,327 46,327 72,638 72,638 41,487 41,487 7,521 7,521 167,973 25 - OTHER OPERATING INCOME This item primarily regards the following: 25.1 - Other operating income Item Gains on disposals Increases to estimates for previous years Recovery of contract expenses and other recoveries Lease rentals Recovery of cost of seconded staff Grants related to income Other income Total Financial statements 2010 2009 64,846 52,102 19,750 11,731 7,694 2,079 11,096 56,577 36,752 16,706 13,397 11,123 104 59,536 169,298 194,195 314 GAINS ON DISPOSALS 25.2 - Gains on disposals Item 2010 2009 Gains on disposal of operating property and land Gains on disposal of investment property Gains on disposal of other operating assets 55,437 7,677 1,732 34,894 7,851 13,832 Total 64,846 56,577 For the purposes of reconciliation with the statement of cash flows, in 2010 this item amounts to 63,825 thousand euros, after losses of 1,021 thousand euros (note 30). In 2009, net gains, after losses of 1,684 thousand euros, amounted to 54,893 thousand euros. INCREASES TO ESTIMATES FOR PREVIOUS YEARS This item includes, among other things, the impact of settlements that have resulted in the recalculation of liabilities. LEASE RENTALS 25.3 - Lease rentals Item 2010 2009 2,876 4,615 2,872 4,610 4 5 6,254 5,750 Intercompany rentals 2,150 2,238 Antenna sites 1,007 985 Other rental income 3,097 2,527 2,601 3,032 11,731 13,397 Rental income from investment property Residential properties Service accommodation Rental income on commercial property Recovery of expenses, transaction costs and other income(1) Total (1) This item primarily regards the recovery of expenses incurred directly by Poste Italiane SpA and passed on to tenants. This category does not include extraordinary maintenance costs. Under the relevant lease agreements, tenants usually have the right to break off the lease with six months notice. Given the resulting lack of certainty, the expected revenue flows from these leases are not referred to in these notes. No significant extraordinary maintenance costs were transferred to tenants via increases in rents. Poste Italiane | Annual Report Notes to the separate financial statements 315 26 - COST OF GOODS AND SERVICES This item breaks down as follows: 26.1 - Cost of goods and services Item 2010 2009 Services Lease expense Raw, ancillary and consumable materials and goods for resale Interest expense paid to customers 1,481,650 292,875 117,513 90,539 1,511,212 285,495 117,026 131,359 Total 1,982,577 2,045,092 2010 2009 339,027 169,268 149,364 121,190 115,969 88,633 84,141 83,866 76,807 73,001 47,844 42,019 34,031 20,910 16,708 17,150 1,527 195 386,206 169,918 154,395 119,253 107,273 91,953 85,399 83,930 79,192 58,850 45,776 39,429 31,411 21,515 14,136 13,966 8,422 188 1,481,650 1,511,212 SERVICES This item breaks down as follows: 26.2 - Services Item Transport of mail, parcels and forms Routine maintenance and technical assistance Personnel services Energy and water Outsourcing fees and other external service charges Telecommunications and data transmission Transport of cash Mail, telegraph and telex Cleaning, waste disposal and security Printing and enveloping services Credit and debit card fees and charges Consultants’ fees and legal expenses Advertising and promotions Automated services from the Department of Land Transportation Agents’ commissions and other Insurance premiums Securities custody and management fees Remuneration of Statutory Auditors Total Financial statements 316 Details of the remuneration paid to Statutory Auditors are provided below: 26.3 - Remuneration of Statutory Auditors Item 2010 2009 Remuneration Expenses 151 44 151 37 Total 195 188 2010 2009 Property rentals Lease rentals Ancillary costs Vehicle leases Equipment hire and software licenses Other lease expense 162,485 153,617 8,868 74,227 50,073 6,090 159,931 150,841 9,090 73,534 44,300 7,730 Total 292,875 285,495 LEASE EXPENSE Lease expense breaks down as follows: 26.4 - Lease expense Item The cost of leasing operating properties regards the buildings from which the Company operates (post offices, Delivery Offices, Sorting Centres). Under the relevant lease agreements, rents are increased annually on the basis of the price index published by the National Office of Statistics (ISTAT). Lease terms are generally six years, renewable for a further six. Renewal is assured via the clause stating that the lessor “waives the option of refusing renewal on expiry of the first term”, by which the lessor, once the agreement has been signed, cannot refuse to renew the lease, except in cases of force majeure. Moreover, Poste Italiane SpA, in accordance with the standard contract form, has the right to withdraw from the contract at any time, giving six months notice. RAW, ANCILLARY AND CONSUMABLE MATERIALS AND GOODS FOR RESALE This item breaks down as follows: 26.5 - Raw, ancillary and consumable materials and goods for resale Item Fuels and lubricants Stationery and printed matter Printing of postage and revenue stamps Consumables and goods for resale Total Poste Italiane | Annual Report 2010 2009 45,782 31,115 21,343 19,273 42,779 32,046 20,521 21,680 117,513 117,026 Notes to the separate financial statements 317 INTEREST EXPENSE PAID TO CUSTOMERS The rate paid to retail customers in 2010 was 0.25% until 9 May 2010 and 0.15% from 10 May 2010 (0.50% from 1 January to 31 May 2009 and 0.25% for the remainder of 2009). 27 - OTHER EXPENSES FROM FINANCIAL ACTIVITIES Other expenses from financial activities consist of the following: 27.1 - Other expenses from financial activities Item 2010 2009 624 624 1,311 125 1,186 3,602 3,602 - 103 103 - Other expenses 1,160 - Total 5,489 1,311 Expenses from financial instruments at fair value through profit or loss Fair value losses Realised losses Expenses from available-for-sale financial assets Realised losses Expenses from fair value hedges Fair value losses 28 - STAFF COSTS Staff costs include the cost of staff seconded to other organisations. The recovery of such expenses is posted to Other operating income. Staff costs break down as follows: 28.1 - Staff costs Item Note 2010 2009 Wages and salaries Social security contributions Provisions for staff termination benefits: supplementary pension funds and INPS Agency staff Remuneration and expenses paid to Directors Redundancy payments Net provisions for disputes with staff [18.2] Provisions to the Solidarity Fund [18.2] Provisions for restructuring charges [18.2] Other staff costs/(cost recoveries) 4,253,536 1,184,857 256,372 1,974 2,630 156,715 47,364 58,706 (75,224) 4,258,386 1,177,813 266,004 1,938 2,032 169,914 196,886 115,000 (15,032) Total costs 5,886,930 6,172,941 (66,320) (121,007) 5,820,610 6,051,934 Income from fixed-term contracts settlements Total Financial statements 318 Details of the remuneration paid to Directors are provided below: 28.2 - Remuneration and expenses paid to Directors Item 2010 2009 Remuneration Expenses 2,510 120 1,931 101 Total 2,630 2,032 Cost items relating to staff termination benefits are described in note 19. Net provisions for disputes with staff, provisions to the Solidarity Fund and those for restructuring charges are described in note 18.2. Cost recoveries primarily regard revised estimates for previous years. Income from the fixed-term contracts settlement was earned following the agreement reached on 27 July 2010, between Poste Italiane SpA and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. The agreement has resulted in conversion of the previous temporary contracts to permanent arrangements for approximately 2,000 staff who, at 27 July 2010, were employed by the Company by virtue of a judicial ruling that had not yet become final. This was effected by means of individual agreements, under which each member of staff waived any legal or financial claim deriving from the sentence requiring their re-employment, and approximately 1,500 staff agreed to return any amounts paid by the Company for periods during which they did not work, and which the Company had charged to the income statement in previous years. These amounts, which are to be repaid in variable interest-free instalments by 2030, total approximately 78 million euros, representing gross salaries and accrued termination benefits. Compared with the above face value of the amounts to be returned, the amount of 66,320 thousand euros recognised in the income statement for the year represents the present value of income deriving from the settlement. This present value was calculated on the basis of the expected cash flows deriving from collection of the amounts due under the individual agreements (based on the forward yield curve for government securities at 31 December 2010). The following table shows the average and year-end headcounts by category: 28.3 - Headcount Average headcount Year-end headcount Category Senior managers Middle managers (A1) Middle managers (A2) Grades B, C, D Grades E, F 2010 597 5,725 8,081 126,294 5,419 2009 627 5,750 8,119 127,487 6,143 31 Dec 2010 584 5,705 7,844 123,727 4,311 31 Dec 2009 602 5,663 8,010 124,520 6,107 Total permanent workforce(*) 146,116 148,126 142,171 144,902 (*) Data is expressed in full-time equivalent terms. Taking account of staff on flexible contracts, the average number of full-time equivalent staff in 2010 is 148,231 (150,793 in 2009). Poste Italiane | Annual Report Notes to the separate financial statements 319 29 - DEPRECIATION, AMORTISATION AND IMPAIRMENTS This item breaks down as follows: 29.1 - Depreciation, amortisation and impairments Item 2010 2009 344,863 95,876 129,913 14,406 26,042 78,626 3,073 347,834 92,126 136,026 17,497 20,059 82,126 13,448 4,727 (1,103) 4,311 (1,817) Amortisation of Intangible assets Industrial patents and intellectual property rights Concessions, licenses, trademarks and similar rights 142,368 142,363 5 140,646 140,553 93 Total 493,928 504,422 Property, plant and machinery Operating properties Plant and machinery Industrial and commercial equipment Leasehold improvements Other assets Impairments/Recoveries/Adjustments of Property, plant and equipment Depreciation of Investment property Impairments/Recoveries/Adjustments of Investment property Financial statements 320 30 - OTHER OPERATING COSTS Other operating costs break down as follows: 30.1 - Other operating costs Item Note 2010 2009 Net provisions and losses on doubtful debts (uses of provisions) Provisions for receivables due from customers Provisions for receivables due from parent Provisions for sundry receivables Losses on receivables [10.3] [10.6] [11.2] 3,554 12,859 (4,375) (4,939) 9 27,796 (20,031) 23,211 20,181 4,435 Occurrence of operational risks Robberies during the year Reversal of BancoPosta assets, net of recoveries Other operating losses of BancoPosta [20.5] [20.7] 35,659 6,748 9,411 19,500 29,875 9,964 1,166 18,745 141,987 78,487 40,601 22,899 75,195 3,933 18,968 52,294 1,021 1,684 34,473 16,174 9,739 8,560 - 36,144 16,374 9,010 9,875 885 18,174 20,658 20,211 61,671 (41,460) - 21,367 20,504 276,446 211,856 Net provisions for liabilities and charges made/(used)(1) for disputes with third parties for non-recurring charges incurred by BancoPosta for other liabilities and charges [18.2] [18.2] [18.2] Losses Other taxes and duties Municipal property tax Urban waste tax Other Net provisions for taxation and social security contributions made/(used)(1) [18.2] Revised estimates and assessments for previous years Impairments of investments Write-downs Use of other provisions Other recurring expenses Total (1) [7.3] For the purposes of reconciliation with the statement of cash flows, in 2010 this item amount to 141,987 thousand euros (76,080 thousand euros in 2009). Poste Italiane | Annual Report Notes to the separate financial statements 321 31 - FINANCE INCOME/COSTS FINANCE INCOME 31.1 - Finance income Item 2010 2009 Income from subsidiaries Interest on receivables Interest on intercompany current accounts 17,973 16,023 1,950 17,679 15,922 1,757 Income from available-for-sale financial assets Interest on fiduciary deposit (1) Interest on fixed income instruments(1) 42,033 1,053 9,979 2,004 6,696 (1,647) 35,810 121 7,821 154 78,044 9,711 9,089 238 48,694 12,373 (3,542) 1,481 5,600 143,650 112,357 43,801 6,469 2,467 56,217 2,945 (2,861) 3,319 4,501 8 144,524 (1) Accrued differentials on fair value hedges(1) Realised gains Dividends from other investments Other finance income(1) Interest from parent(2) Remuneration of Poste Italiane SpA’s liquidity Interest on term bank accounts Finance income on discounted receivables(3) Overdue interest Impairment of amounts due as overdue interest Other Foreign exchange gains Revaluations Total (1) (2) (3) For the purposes of reconciliation with the statement of cash flows, for 2010 these items amount to 102,119 thousand euros (139,861 thousand euros in 2009). Interest income from the parent includes: • 9,633 thousand euros as interest payable under Law 887/84, to cover the accrued portion of the interest due on the loans issued by Cassa Depositi e Prestiti (described in note 8.3); • 78 thousand euros in interest on the account held at the Italian Treasury. Finance income on discounted receivables regards: 26,279 thousand euros in accrued interest on the amount due from the MEF (note 8.3), 13,078 thousand euros in interest on amounts due for the publisher tariff subsidies described in note 10.2, and 9,337 thousand euros in interest on amounts due from staff and IPOST under the fixed-term contracts settlements of 2006 and 2008 (note 9.1). Financial statements 322 FINANCE COSTS 31.2 - Finance costs Item Note Finance costs on financial liabilities(1) on bonds on loans from Cassa Depositi e Prestiti on bank borrowings on other borrowings paid to the parent on derivative financial instruments on amounts payable to subsidiaries 2010 2009 73,958 38,845 26,431 3,778 3,643 191 1,070 95,201 38,867 32,712 12,417 5,578 228 4,370 1,029 13,950 - Finance costs on provisions for staff termination benefits(1) [19.1] 60,215 68,497 Finance costs on provisions for liabilities(1) [18.2] 1,035 1,747 Finance costs on discounted amounts payable to Solidarity Fund(1) [22.3] 212 1,763 Other finance costs(1) 2,714 3,842 Foreign exchange losses 5,644 2,929 157,728 173,979 Loss on fiduciary deposit (1) Total (1) For the purposes of reconciliation with the statement of cash flows, for 2010 these items amount to 152,084 thousand euros (171,050 thousand euros in 2009). 32 - INCOME TAX EXPENSE 32.1 - Income tax expense 2010 Item Current tax expense Substitute tax 2009 IRES IRAP Total IRES IRAP Total 399,789 279,150 678,939 385,700 276,139 661,839 - - - 49,350 - 49,350 Deferred tax assets 17,343 (1,297) 16,046 15,321 (4,595) 10,726 Deferred tax liabilities 14,537 (535) 14,002 (82,910) (6,491) (89,401) 431,669 277,318 708,987 367,461 265,053 632,514 Total Poste Italiane | Annual Report Notes to the separate financial statements 323 The effective tax rate for 2010 is 49.3% and breaks down as follows: 32.2 - Reconciliation between statutory and effective tax rate for IRES 2010 Item Profit before tax Statutory tax charge IRES 2009 % rate 1,438,021 IRES % rate 1,369,174 395,456 27.5 376,523 27.5 5,558 (8,254) 5,636 4,448 0.4 (0.6) 0.4 0.3 6,994 4,503 0.0 0.0 0.5 0.3 34,968 2.4 28,196 2.1 (5,835) (308) (0.4) (0.02) (50,371) 1,616 (3.7) 0.1 431,669 30.0 367,461 26.8 Effect of increases/(decreases) on statutory tax charge Impairments of investments Exempt gains on financial assets Non-deductible contingent liabilities Non-deductible taxes Net provisions for liabilities and charges and impairments of receivables Realignment of tax bases and carrying amounts and taxation for previous years Other Effective tax charge 32.3 - Reconciliation between statutory and effective tax rate for IRAP 2010 Item Profit before tax Statutory tax charge IRAP 2009 % rate 1,438,021 IRAP % rate 1,369,174 63,848 4.44 60,274 4.4 193,835 13.5 200,327 14.6 11,407 0.8 17,735 1.3 7,912 0.6 8,672 0.6 Finance costs and income 468 0.03 840 0.1 Non-deductible taxes 718 0.05 721 0.1 (1,348) (0.1) (10,908) (0.8) 478 0.03 (12,608) (0.9) 277,318 19.3 265,053 19.4 Effect of increases/(decreases) on statutory tax charge Non-deductible staff costs Net provisions for liabilities and charges and impairment of receivables Non-deductible contingent liabilities Realignment of tax bases and carrying amounts and taxation for previous years Other Effective tax charge Unlike the year under review, in 2009 the Company recognised tax benefits after it exercised the option granted by art. 15 of Legislative Decree 185/2008, converted into Law 2/2009, to realign the tax bases of assets and liabilities with their corresponding statutory amounts19. 19. This realignment regarded: • differences arising on first-time application of IAS/IFRS, which were rendered deductible by the payment of substitute tax, with recognition of the resulting tax benefit; • differences between the carrying amounts of assets and liabilities and their tax bases arising after adoption of IAS/IFRS, which became deductible in 5 equal instalments from 2009 and in the four subsequent years; the exercise of this option did not have any effect on the income statement, in that the reduction in current tax expense was offset by a corresponding reduction in deferred tax assets. Financial statements 324 CURRENT TAX ASSETS AND LIABILITIES This item breaks down as follows: 32.4 - Changes in current tax assets/(liabilities) Current taxes for 2010 IRES IRAP Assets/(Liabilities) Assets/(Liabilities) Item Current taxes for 2009 Total IRES Assets/(Liabilities) IRAP Assets/(Liabilities) Total Balance at 1 January (21,445) (6,548) (27,993) (27,490) (328) (27,818) Payments of 461,102 286,441 747,543 411,102 269,919 681,021 prepayments for the current year 405,730 279,248 684,978 328,560 269,919 598,479 balance payable for previous year 29,625 7,193 36,818 - - - substitute tax 25,747 - 25,747 82,542 - 82,542 - - - 26,111 - 26,111 (399,789) (279,150) (678,939) (435,050) (276,139) (711,189) (413,685) (279,325) (693,010) (399,596) (276,317) (675,913) (49,350) Reclassifications Provisions to the income statement for current tax expense substitute tax - - - (49,350) - realignment 13,896 175 14,071 13,896 178 14,074 Provisions to Equity (18,852) 12 (18,840) (13,708) - (13,708) Tax consolidation (29,146) - (29,146) (25,192) - (25,192) Other 22,577 Balance at 31 December (*) - 22,577 42,782 - 42,782 14,447 755 15,202 (21,445) (6,548) (27,993) 37,702 755 38,457 37,702 - 37,702 (23,255) - (23,255) (59,147) (6,548) (65,695) of which: Current tax assets Current tax liabilities (*) Primarily due to tax credits deriving from withholding tax paid on fees. Under IAS 12 - Income taxes, IRES and IRAP credits are accounted for less the corresponding Current tax liabilities, given that they are taxes applied by the same tax authority to the same taxable entity, which has a legally enforceable right to offset and intends to exercise this right. The IRES credit not offset at 31 December 2010 includes 37,702 thousand euros (including 1,416 thousand euros deriving from the tax consolidation arrangement) due to the payment of excess taxation as a result of the non-deductibility of 10% of IRAP between 2004 and 2007. IRES payable refers to the balances due to the tax authorities, represented by provisions for the year less advances paid and withholding tax paid for IRES. DEFERRED TAX ASSETS AND LIABILITIES The following table shows deferred tax assets and liabilities: 32.5 - Deferred taxes Item Deferred tax assets Deferred tax liabilities Total Poste Italiane | Annual Report Balance at Balance at 31 December 2010 31 December 2009 660,248 (139,271) 550,164 (345,634) 520,977 204,530 Notes to the separate financial statements 325 The nominal tax rates are 27.5% for IRES and 3.9% for IRAP (+/- 0.92% as a result of regional surtaxes and/or relief and +0.15% as a result of additional surtaxes levied in regions with a health service deficit). The average statutory rate for IRAP is 4.44%. Changes in deferred tax assets and liabilities are shown below: 32.6 - Changes in deferred tax assets and liabilities Item Balance at 1 January 2010 2009 204,530 321,954 Deferred tax income/(expenses) recognised in the income statement (30,048) 78,675 Deferred tax income/(expenses) recognised in Equity 346,495 (169,988) - (26,111) 520,977 204,530 Direct transfers to current tax assets Balance at 31 December The balance of deferred tax assets and liabilities recognised in the income statement for the year under review does not include significant components of non-recurring income which, in contrast, amounted to 91,199 thousand euros in 2009, primarily due to the realignment of the tax bases of assets and liabilities and their carrying amounts. The balance of deferred tax assets and liabilities recognised in Equity consists of the tax effects of the change in reserves described in note 17.1, less a 99 thousand euro reduction in current tax liabilities. The following table shows a breakdown of changes in deferred tax assets and liabilities according to principal event that generated the change: 32.7 - Changes in deferred tax assets Item Balance at 1 January 2009 Income/(Expenses) recognised in profit or loss Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity Balance at 31 December 2009 Income/(Expenses) recognised in profit or loss Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity Balance at 31 December 2010 Investment properties Financial assets and liab. Accum. adjustments to assets Provisions for liabilities and charges Trade and other receivables Staff costs Other Total 13,528 115,278 111,318 247,890 27,095 35,839 2,822 553,770 (238) 32 3,486 14,822 8 (24,352) 9,115 2,873 - (5,952) (27) (378) (4,944) (2,298) - (13,599) - 7,120 - - - - - 7,120 13,290 116,478 114,777 262,334 22,159 9,189 11,937 550,164 (235) - (3,118) 1,081 3 - 416 (1,853) - (5,952) (27) (378) (5,538) (2,298) - (14,193) - 126,130 - - - - - 126,130 13,055 236,656 111,632 263,037 16,624 6,891 12,353 660,248 Deferred tax assets represent the benefit expected to derive from reduced future tax charges due to deductible temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. They primarily reflect the expected benefit of the future deductibility of certain provisions for liabilities (263,037 thousand euros), of adjustments to assets (111,632 thousand euros), of the impairment of trade and other receivables (16,624 thousand euros), of accumulated depreciation of investment property (13,055 thousand euros), and of amounts due to staff (6,891 thousand euros). Deferred tax assets also reflect temporary differences arising between the tax bases of financial assets and Financial statements 326 32.8 - Changes in deferred tax liabilities Financial assets and liabilities 152,461 PPE 47,572 Expenses/(Income) recognised in profit or loss Expenses/(Income) recognised in profit or loss on realignment Expenses/(Income) recognised in Equity Direct transfers to current tax assets 205 (122) 177,108 - 4,163 (46,887) - (7,604) - 5,156 (44,312) 26,111 1,920 (91,321) 177,108 26,111 Balance at 31 December 2009 329,652 4,848 11,134 - 345,634 (122) (220,365) (575) - 14,699 - - 14,124 (122) (220,365) 109,165 4,273 25,833 - 139,271 Item Balance at 1 January 2009 Expenses/(Income) recognised in profit or loss Expenses/(Income) recognised in profit or loss on realignment Expenses/(Income) recognised in Equity Balance at 31 December 2010 Discounted Deferred staff termination gains benefits 18,738 13,045 Total 231,816 liabilities and their carrying amounts, as a result of application of IAS 39 (236,656 thousand euros). Deferred tax liabilities reflect the benefit obtained as the result of a lower current tax charge due to taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. These liabilities primarily refer to taxable temporary differences arising between the tax bases of financial assets and liabilities and their carrying amounts, as a result of application of IAS 39 (109,165 thousand euros). The reduction in 2010 is due to changes in the Fair value reserve described in note 17.1. Deferred tax liabilities also derive from taxable temporary differences between the tax bases and carrying amounts of Property, plant and equipment (4,273 thousand euros), and from the deferral of gains (25,833 thousand euros). At 31 December 2010 and 2009 deferred tax assets and liabilities recognised directly in Equity are as follows: 32.9 - Deferred tax assets and liabilities recognised in Equity Item Increases/(Decreases) in Equity 2010 2009 Fair value reserve for available-for-sale financial assets Cash flow hedge reserve for hedging derivatives 384,572 (38,077) (171,057) 1,069 Total 346,495 (169,988) Finally, current tax expense of 18,840 thousand euros was recognised in Equity during the year under review, primarily as a result of actuarial gains on staff termination benefits. As a result, the total tax charge for the year accounted for in Equity is 327,655 thousand euros. Poste Italiane | Annual Report Notes to the separate financial statements 327 33 - RELATED PARTY TRANSACTIONS IMPACT OF RELATED PARTY TRANSACTIONS ON THE FINANCIAL POSITION AND RESULTS OF OPERATIONS The impact of related party transactions on the financial position and results of operations is shown in the following tables from 33.1 to 33.4. 33.1 - Impact of related party transactions on the financial position at 31 December 2009 Balance at 31 December 2009 Name Financial assets Assets attrib. to BancoPosta Trade receivables Other assets/ Other receivables Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 4,671 346,706 95,362 62,441 - 2,665 3,405 30 982 555 783 698 426 2,431 1,223 342 35,377 98 1,812 197,914 11,851 6,491 2,944 1,075 11 - 18,010 61 160,856 4,120 2,244 2 1,351 17,769 100,058 15,219 5,077 651 - 41 66 1,824 7,913 99 1,285 105 663 146 1,482 28,464 179 1,196 26,316 13,519 4,982 513 10 70,902 1,985 5 2,003 110 23,353 10,198 12 1,165 25,823 3,406 6 28,896 1,050 252 276 11,442 36 1,262 175 2,245 7,509 - - 21 1 823 63 166 - - 5 6 7,518 5,128 1 197 517 57,409 153 - - 2 111 40 - - 16 - - - 769,500 769,500 - 6,804,803 6,804,803 - 1,283,237 1,201,427 81,810 6,540 6,540 - - (16,170) (16,170) - 172,319 - 12,140 12,140 - Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl(1) Poste Assicura SpA PostelPrint SpA Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Company Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department - - - - - - 172,319 - Cassa Depositi e Prestiti Group 101,143 CONI Servizi Consap SpA Enav SpA EUR SpA FondoPoste pension fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group Sogei Group Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) Provisions for doubtful receivables from external related parties - - 938,601 68 5 308 30 21,632 526 32,661 347 9 6 16 108 17 5 1 - 679,517 - 86,936 - 21 41 882 669 16,390 953 435 61,607 183 1,034 2 - 14,929 59,828 - - (108,090) (5,071) - - - - 6,804,803 2,440,741 2,555 1,004,935 172,232 493,554 98,277 Total (1) Joint venture. Financial statements 1,379,823 328 33.2 - Impact of related party transactions on the financial position at 31 December 2010 Balance at 31 December 2010 Assets attrib. to BancoPosta Trade receivables Other assets/ Other receivables Financial liabilities Liabilities attrib. to BancoPosta Trade payables Other liabilities 76,696 - 615 5,684 30 649 437 637 3,355 1,293 276 24,123 1,315 183,542 11,082 6,505 5,121 12 19 8 39 - 9,604 61 187,517 2 545 11,871 361 10,225 11,279 53 - 1,100 101 26,538 148 323 9,865 977 326 182,105 1,861 5,082 26,665 5,308 956 99 52,851 5,428 920 107 18,563 21 1,128 33,647 330 57,483 5,191 382 1,177 34,094 36 99 7,400 175 7,549 - - 4 3 1,084 259 3,362 183 67 - - 5 1 6 609 5,312 - 219 36 4 99,601 - 10 153 - - - 3 168 - - 16 - - - 639,202 639,202 - 6,173,454 6,173,454 - 1,290,938 1,243,908 47,030 - 6,367 6,367 - - - 121,397 121,397 12,140 12,140 - Cassa Depositi e Prestiti Group 100,825 Arcus SpA Cinecittà Luce SpA (formerly Cinecittà Holding SpA) CONI Servizi Consap SpA Consip SpA Enav SpA EUR SpA Expo 2015 SpA FondoPoste pension fund Anas Group Enel Group Eni Group Equitalia Group Ferrovie dello Stato Group Finmeccanica Group Fintecna Group Gestore dei Servizi Elettrici Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group Italia Lavoro Group RAI Group SACE Group Sogei Group Sogin Group Rete Autostradale Mediterranee SpA Sicot SrL Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) Sogesid SpA Studiare Sviluppo Srl Provisions for doubtful receivables from external related parties - - 842,556 109 5 304 39 25,783 987 28,384 2,192 745 9 54 93 1 3 1 - - 512,667 - 73,403 - 6 41 1,224 1,270 23,084 785 278 58,852 621 2 14 - 13,816 63,774 - - (95,077) (4,902) - - - - 6,173,454 2,346,923 1,543 744,185 340,707 518,855 105,152 Name Financial assets Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA 5,759 1,805 647,067 122,351 Indirect subsidiaries Address Software Srl Docutel SpA Italia Logistica Srl(1) Kipoint SpA Poste Assicura SpA PostelPrint SpA Uptime SpA(1) Associates Consorzio ANAC Docugest SpA Related parties external to the Company Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department Total (1) 1,593,705 Joint venture. At 31 December 2010 Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Company and regarding trading relations amount to 40,597 thousand euros (46,974 thousand euros at 31 December 2009). Poste Italiane | Annual Report Notes to the separate financial statements 329 33.3 - Impact of related party transactions on the results of operations for 2009 2009 Revenues Cost Capital expenditure Current expenditure Other Staff operating costs costs Revenues from sales and services Other operating income Finance income PPE Intangible assets Cost of goods and services 3,497 765 30 16 186 239 64 181 1,344 226 208 222,993 107 1,253 13,365 9,713 5,792 1,734 2,088 483 1 460 137 456 691 385 1,326 1,849 490 1,527 1,177 456 1,466 419 72 4 14,588 1,798 1,217 4,210 2 - 327 11 12,005 - 14 143,380 6,310 7 12,047 6 90,140 37,186 16 81 93,789 4,552 8 46,675 180 293 382 51,164 119 83 193 1,045 1,432 22 1,692 96 96 14 1 7 1,093 23 17 10 8 10 224 159 1 683 19 14 7 57 7 73 6 2 - 19 19 1 45 63 154 707 789 - - 1,251 1 1,416 113,229 - 845 - 1 147 - - - - - - - - - Ministry of the Economy and Finance 815,152 Direct relations 712,907 Agencies and other local offices 102,245 Former government procurement department - 7,272 6,042 1,230 - 85,762 85,762 - - - - - 25,200 22,764 2,436 - 228 228 - Cassa Depositi e Prestiti Group 1,600,209 Cinecittà Holding SpA 7 CONI Servizi 995 Consap SpA 124 Consip SpA 20 Enav SpA 190 EUR SpA FondoPoste pension fund 3 Anas Group 668 Enel Group 132,352 Eni Group 19,988 Equitalia Group 80,178 Ferrovie dello Stato Group 775 Finmeccanica Group 138 Fintecna Group 277 Gestore dei Servizi Elettrici Group 162 Invitalia Group 41 Istituto Poligrafico Zecca dello Stato Group 1,943 Italia Lavoro Group 22 RAI Group 9,398 SACE Group 93 Sogei Group 25 Sogin Group 2 Sicot Srl 63 Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) 9 60 278 13 - 2,409 - 38,012 - 7,227 18 91 2,842 1,896 35,351 678 1,567 55,252 11 15,188 - 28,529 - 26 2 - 32,712 - 22,530 105,850 42,224 20,839 713,752 31,401 29,386 33,968 Name Finance costs Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA Consorzio Poste Contact EGI SpA Mistral Air Srl Poste Energia SpA Poste Italiane Trasporti SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Poste Voice SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Indirect subsidiaries Address Software Srl Consorzio Poste Welfare Docutel SpA Italia Logistica Srl(1) Poste Assicura SpA PostelPrint SpA Associates Consorzio ANAC Docugest SpA Uptime SpA Related parties external to the Company Total (1) Joint venture. Financial statements 2,924,996 330 33.4 - Impact of related party transactions on results of operations for 2010 2010 Revenues Cost Capital expenditure Current expenditure Other Staff operating costs costs Revenues from sales and services Other operating income Finance income PPE Intangible assets Cost of goods and services 2,479 884 30 238 236 77 1,320 848 211 286,002 794 13,663 11,824 5,586 1,961 1,015 331 245 130 616 265 816 1,068 3,383 1,973 980 1,669 1,147 561 72 10 15,134 1,530 1,227 3,939 81 395 1,281 - 108 21,617 - 3 139,891 11,485 9,813 238 94,047 29 88 91,915 264 56,361 20 309 330 86,358 42 706 431 21 1,574 85 428 93 41 68 950 60 13 89 193 973 45 83 517 9 4 28 340 54 24 3 8 4 2 37 217 6,073 160 15 492 6 157 12 - 122 - 826 - 36 410 130,337 - - 387 - - 1 172 - - - - - - - - 797,021 695,403 101,618 - 458 458 - 44,216 44,216 - - - - - (4,521) (4,544) 23 - 191 191 - Cassa Depositi e Prestiti Group 1,557,287 Arcus SpA Cinecittà Luce SpA (formerly Cinecittà Holding SpA) 8 CONI Servizi 910 Consap SpA 76 Consip SpA Enav SpA 193 EUR SpA Expo 2015 SpA FondoPoste pension fund 105 Anas Group 689 Enel Group 148,343 Eni Group 24,008 Equitalia Group 93,363 Ferrovie dello Stato Group 2,085 Finmeccanica Group 125 Fintecna Group 276 Gestore dei Servizi Elettrici Group 204 Invitalia Group 112 Istituto Poligrafico Zecca dello Stato Group 1,347 Italia Lavoro Group 13 RAI Group 8,330 SACE Group 94 Sogei Group 51 Sogin Group 2 Rete Autostradale Mediterranee SpA Sicot SrL 59 Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) 4 Sogesid SpA Studiare Sviluppo SrL - 61 306 14 426 - 2,005 - 22 3 19,568 - 7,598 - 69 1,245 1,206 30,859 742 1,433 50,352 11 14,503 14 - 28,725 - 26 2 - 26,431 - 16,131 64,194 25,411 30,149 722,368 31,499 (1,068) 27,692 Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio Servizi Telef. Mobile ScpA EGI SpA Mistral Air Srl Poste Energia SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Finance costs Indirect subsidiaries Address Software Srl Docutel SpA Italia Logistica Srl(1) Kipoint SpA Poste Assicura SpA PostelPrint SpA Uptime SpA(1) Associates Consorzio ANAC Docugest SpA Related parties external to the Company Ministry of the Economy and Finance Direct relations Agencies and other local offices Former government procurement department Total (1) Joint venture. Poste Italiane | Annual Report 2,967,539 Notes to the separate financial statements 331 In 2010 net Provisions for liabilities and charges made to cover probable liabilities arising from transactions with related parties external to the Company and regarding trading relations amount to 8,602 thousand euros (3,570 thousand euros in 2009). The nature of the principal transactions between Poste Italiane SpA and related parties external to the Company is summarised below. • Amounts received from the MEF primarily refer to payment for carrying out the Universal Service Obligation (USO), the management of postal current accounts, as reimbursement for electoral tariff reductions and subsidies, and as payment for delegated services, integrated e-mail services, the franking of mail on credit, and for collection of tax returns. • Amounts received from CDP SpA primarily refer to payment for the collection of postal savings deposits. • Amounts received from the Enel Group primarily refer to payment for bulk mail shipments, unfranked mail, franking of mail on credit and postage paid mailing services, etc. The costs incurred primarily regard the supply of gas. • Amounts received from the Equitalia Group primarily refer to payment for the integrated notification service and for unfranked mail. The costs incurred primarily regard electronic transmission of tax collection data. • Amounts received from the Eni Group primarily refer to payment for bulk mail shipments, etc. The costs incurred primarily regard the supply of fuel for motorcycles and vehicles and the supply of gas. • Purchases from the Finmeccanica Group primarily refer to the supply, by Elsag Datamat SpA, of equipment, maintenance and technical assistance for mechanised sorting equipment, and systems and IT assistance regarding the creation of document storage facilities, specialist consulting and software maintenance, and the supply of software licences and of hardware. KEY MANAGEMENT PERSONNEL Key management personnel refers to Directors of Poste Italiane SpA and the Company’s first-line managers. The related remuneration, including social and pension contributions, is as follows: 33.5 - Remuneration of key management personnel Item 2010 2009 Remuneration paid in short term Post-employment benefits 14,716 462 13,268 522 Total 15,178 13,790 No loans were granted to key management personnel during 2010 and at 31 December 2010 the Company does not report receivables in respect of loans granted to such personnel. TRANSACTIONS WITH STAFF PENSIONS FUNDS Poste Italiane SpA and its subsidiaries that apply the National Collective Labour Contract are members of the FondoPoste Pension Fund, which is the national supplementary pension fund for non-managerial staff. As indicated in article 14, paragraph 1 of FondoPoste’s Bylaws, the representation of members among the various officers and boards (the General Meeting of delegates, the Board of Directors, Chairman and Deputy Chairman, Board of Statutory Auditors) is shared equally between the workers and the companies that are members of the Fund. Among other things, the Fund’s Board of Directors takes decisions regarding: • the general criteria for the allocation of investment risk and for investment policies; • the choice of fund manager and depositary bank. Financial statements 332 34 - OTHER INFORMATION POSTAL SAVINGS DEPOSITS Postal savings deposits collected in the name of and on behalf of Cassa Depositi e Prestiti are shown in the table below, which breaks deposits down by category. 34.1 - Postal savings deposits Item 31 December 2010 31 December 2009 97,656,369 91,119,705 Interest-bearing Postal Certificates Cassa Depositi e Prestiti Ministry of the Economy and Finance 198,488,569 113,503,394 84,985,175 192,617,608 102,904,310 89,713,298 Total 296,144,938 283,737,313 31 December 2010 31 December 2009 68,667 39 43,847 799,824 544,097 68,911 88 48,762 534,968 550,112 1,456,474 1,202,841 Postal Savings Books The above amounts include accrued, unpaid interest. COMMITMENTS Purchase commitments given by Poste Italiane SpA are summarised below: 34.2 - Purchase commitments Item Property, plant and equipment Investment property Intangible assets Goods and services Property leases Total Future commitments with respect to property leases (see note 26.4), which may generally be broken off with six months notice, break down as follows according to due date: 34.3 - Property lease commitments Item 31 December 2010 31 December 2009 Lease rentals due: within 12 months between 2 and 5 years after 5 years 138,399 345,067 60,631 132,483 351,652 65,977 Total 544,097 550,112 Poste Italiane | Annual Report Notes to the separate financial statements 333 As described in note 7.3, on 20 December 2010 the Company concluded an agreement with UniCredit SpA for the acquisition, at a price of 136 million euros, of the entire share capital of UniCredit MedioCredito Centrale SpA. Effectiveness of this transaction is subject to the fulfilment of certain conditions precedent, including the necessary clearance. GUARANTEES Personal guarantees issued by Poste Italiane SpA are as follows: 34.4 - Guarantees Item 31 December 2010 31 December 2009 Sureties and other guarantees issued: by Poste Italiane SpA in the interests of subsidiaries in favour of third parties by banks in the interests of Poste Italiane SpA in favour of third parties letters of patronage issued by Poste Italiane SpA in the interests of subsidiaries 700 54,155 6,290 7.267 35,454 9,899 Total 61,145 52,620 31 December 2010 31 December 2009 19,920,461 21,766 21,486,200 76,301 19,942,227 21,562,501 THIRD-PARTY ASSETS 34.5 - Third-party assets Item Securities subscribed by customers held by third-party banks Other assets (*) Total (*) In addition to 179 million in the Company’s financial instruments other than bonds (approximately 147 million at 31 December 2009) Third-party assets include the value of goods belonging to the subsidiary PosteShop SpA, and the value of SIM cards and scratch cards belonging to the subsidiary PosteMobile SpA, sold through post offices. ASSETS IN THE PROCESS OF ALLOCATION At 31 December 2010 the Company has paid a total of 279,589 thousand euros in claims on behalf of the Ministry of Justice (364,568 thousand euros at 31 December 2009), for which, under the agreement between Poste Italiane SpA and the MEF, it has already been reimbursed by the Treasury, whilst awaiting acknowledgement of the relevant account receivable from the Ministry of Justice. LITIGATION In 2008 the Company was charged with violation of certain requirements of Legislative Decree 231/2001. The charges regard the failure to implement appropriate preventive measures at organisational and operational level, thereby permitting the deliberate overestimation of postal savings deposits in 2003, in order to earn an undue amount of income. Whilst it is not possible to predict the outcome of the trial, which is underway at the Court of Naples, it should be noted that the financial and commercial effects of the dispute have been reflected in the financial statements for previous years, and that Financial statements 334 Poste Italiane SpA has for some time now taken appropriate organisational and operational steps to comply with the requirements of Legislative Decree 231/2001. PROCEEDINGS PENDING AND RELATIONS WITH THE AUTHORITIES European Commission In execution of the European Commission’s Decision of 16 July 2008 regarding State aid, and in accordance with instructions from the Company’s shareholder, on 15 January 2009 Poste Italiane SpA paid the amount due to the MEF. The Company’s appeal is pending before the European Community Court. ANTITRUST AUTHORITY The Antitrust Authority ruling of 15 October 2009 launched an investigation of the Company in relation to deregulated postal services, in order “to determine whether the Company’s actions entailed an abuse of a dominant market position pursuant to art. 82 of the EC Treaty”, with specific reference to the Posta Time product and participation in certain tenders. Consequently, the Company sought to demonstrate to the Authority the “rationale” behind its commercial initiatives and, in the belief that such actions fully comply with competition legislation, on 1 March 2010 it nevertheless decided to give certain specific commitments, pursuant to art. 14-ter of Law 287/90, aimed at curbing any anti-competitive behaviour. On 10 November 2010 the Authority rejected the commitments given by the Company’, which appealed the ruling before Lazio Regional Administrative Court. The Antitrust Authority’s investigation is still in progress. Moreover, on 30 April 2010 the Authority notified the Company that it was to launch an investigation, pursuant to Legislative Decree 206/2005 (the Consumer Code), into allegations that certain material advertising the “Raccomandata1” registered mail service is misleading in relation to delivery times and the conditions applicable to refunds for late delivery. Poste Italiane SpA immediately gave the Authority commitments that it would take action to rectify the situation. The investigation was completed on 29 December 2010, with the Authority ruling against Poste Italiane SpA and imposing a fine of 200 thousand euros which, at 31 December 2010, the Company has included in Other liabilities and accordingly paid in February 2011. The ruling has been appealed before Lazio Regional Administrative Court. Bank of Italy Following the results of the Bank of Italy’s inspection of BancoPosta in 2008, a joint working group set up in 2010 by the Bank of Italy, the shareholder, the Ministry of the Economy and Finance, and Poste Italiane SpA examined the best means for ring fencing capital for BancoPosta, in order to apply prudential supervision requirements and protect BancoPosta’s creditors. In February 2011, art. 2. (paragraphs from 17-octies to 17-duodecies) of the so-called “Milleproroghe” (“Thousand Extensions”) Decree, converted into Law 10 of 26 February 2011, provided that, for the purposes of applying the Bank of Italy’s prudential requirements, by 30 June 2011 Poste Italiane SpA was, by shareholder resolution, on the recommendation of the Board of Directors, to ring fence capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. The capital is to amount to at least 10% of the Company’s Equity. The shareholder resolution will establish the assets and contractual relations to be included in the ring fence and the rules for its organisation, management and control. Poste Italiane SpA has thus drawn up a new model for accounting unbundling, extending the application of unbundling, which originally only regarded financial transactions carried out by the Parent Company pursuant to Presidential Decree 144/2001, and identified in these financial statements as “Assets and liabilities attributable to BancoPosta”, to all items in the statement of financial position generated by revenue and cost components attributable to these operations. This will result in preparation of a separate report, to be attached to the financial statements from 2011, in accordance with the provisions of articles 2423 et seq. of the Italian Civil Code. Poste Italiane | Annual Report Notes to the separate financial statements 335 DISCLOSURE OF FEES PAID TO THE INDEPENDENT AUDITORS In 2009 Poste Italiane SpA independently adopted guidelines governing the procedures for awarding contracts to the Independent Auditors or companies within its network. The guidelines also require the Company to provide a summary of the contracts awarded. The following table shows fees, broken down by type of service, payable to PricewaterhouseCoopers SpA and companies within its network for 2010 and 2009. 34.6 - Disclosure of fees paid to the Independent Auditors Item Entity providing the service Audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 878 - 878 - Voluntary audits or audit-related services PricewaterhouseCoopers SpA PricewaterhouseCoopers network 153 240 90 - Services other than audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 960 1,077 2,231 2,045 Total (*) 2010 Fees(*) 2009 The above amounts do not include incidental expenses and charges. The services other than audit mainly regard a long-term contract, awarded by Poste Italiane SpA via a tender process, for monitoring the quality of the Priority Mail and Posta Target services. 35 - EVENTS AFTER 31 DECEMBER 2010 Events after the end of the reporting period are described in the above notes. No other material events have taken place after 31 December 2010. Reference should be made above all to the information in note 34 (Proceedings pending and relations with the authorities - Bank of Italy) regarding the need to ring fence capital to be used exclusively in relation to BancoPosta’s operations. Financial statements 336 Attestation of the separate and consolidated financial statements for the year ended 31 December 2010 pursuant to art. 154-bis of Legislative Decree 58/1998 1. The undersigned, Massimo Sarmi, as Chief Executive Officer, and Alessandro Zurzolo, as Manager responsible for Poste Italiane SpA’s financial reporting, having also taken account of the provisions of art.154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to: – the adequacy with regard to the nature of the Company and − the effective application of the administrative and accounting procedures adopted in preparation of the separate and consolidated financial statements during 2010. 2. In this regard, it should be noted that: 2.1 as highlighted in the Internal Control-Integrated framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents the international standard body of generally accepted principles of internal control, as expressly referred to by Confindustria (the main organisation representing Italian manufacturing and services companies) in its Guidelines for the role of Manager responsible for financial reporting pursuant to art.154-bis of the Consolidated Law on Finance, an internal control system, no matter how well designed and implemented, can only provide reasonable, not absolute, assurance that the company’s objectives will be achieved, including true and fair financial reporting; 2.2 a number of activities, including checks on the effective application of administrative and accounting procedures, are in progress. 3. We also attest that: 3.1 the separate and consolidated financial statements: a) have been prepared in compliance with the International Financial Reporting Standards endorsed by the European Union through EC Regulation 1606/2002, issued by the European Parliament and by the Counsel on 19 July 2002; b) are consistent with the underlying accounting books and records; c) give a true and fair view of the financial position and results of operations of the Company and its subsidiaries included in the basis of consolidation. 3.2 the Directors’ Report on Operations includes a reliable operating and financial review of the Company and of the Group, as well as a description of the main risks and uncertainties to which they are exposed. Rome, Italy 7 March 2011 Chief Executive Office Massimo Sarmi Manager responsible for financial reporting Alessandro Zurzolo (This certification has been translated from the original which was issued in accordance with Italian legislation) Poste Italiane | Annual Report Attestation of the separate and consolidated financial statements | Board of Statutory Auditors’ Report 337 BOARD OF STATUTORY AUDITORS’ REPORT ON POSTE ITALIANE SPA’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 (A sole shareholder Company) To the General Meeting of Shareholders of Poste Italiane SpA During the year ended 31 December 2010 the Board of Statutory Auditors carried out its activities in accordance with the law, based on the recommendations issued by the Italian Accounting Profession. In particular, the Board of Statutory Auditors states that: • we have verified compliance with the law and the Articles of Association and with correct corporate governance principles; • we attended 11 Board of Directors’ meetings during 2010, which were conducted in accordance with the Articles of Association, the related legislation and regulations governing their conduct and, in accordance with our duties, can provide reasonable assurance that the actions approved comply with the law, the Articles of Association and correct corporate governance principles. We also attended a General Meetings held in ordinary session; • we obtained information on the overall operating performance and outlook, and on the most significant transactions, in terms of size or nature, carried out by the Company and its subsidiaries from the Directors and/or authorised personnel during the 22 meetings held in 2010 (and the 5 meetings held in 2011 prior to preparation of this Report), which were attended by the magistrate from the Italian Court of Auditors, who is responsible for carrying out controls pursuant to art. 12 of Law 259/1958. As a result, in accordance with our duties, we can provide reasonable assurance that the actions carried out comply with the law, the Articles of Association and correct corporate governance principles; • we held specific meetings with PricewaterhouseCoopers SpA, the firm appointed by the General Meeting of 14 May 2007 as the Company’s independent auditors for the three-year period 2007-2009, which was extended to include 2010 in accordance with the shareholder resolution approved by the General Meeting of 4 May 2010, designed to give the Company time to appoint new independent auditors for a nine-year period, pursuant to Legislative Decree 39/2010, via a EU tender process. The independent auditors were invited to participate in all meetings of the Board of Statutory Auditors, which did not reveal significant aspects or information to be included in this Report; • we held specific meetings with the Supervisory Board set up under Legislative Decree 231/2001 and subsequent amendments, above all to discuss the application and updating of the Company’s organisational model; • we obtained information from the Company’s management on the operating performances of subsidiaries, which did not reveal significant aspects or information to be included in this Report; • we examined the Company’s organisational structure and its effective functioning, verifying its adequacy via both analysis of company documents and the collection of information during specific meetings with heads of the various functions, including the head of the Internal Auditing department; • we assessed the administrative and accounting systems, including the capacity of such accounting system to provide a fair view of operations, and compliance with correct corporate governance principles, via direct observation and the gathering of information from departmental heads, from the independent auditors and from the Manager responsible for financial reporting; • we monitored the planning and implementation of the initiatives adopted by the Company in order to resolve issues raised by the Bank of Italy, including those notified to the Company in 2009; • we complied with the requirements established by art. 52, paragraph 1 of the Consolidated Banking Act. Financial statements 338 We also declare that during the year under review we did not receive reports pursuant to art. 2408 of the Italian Civil Code. The financial statements for the year ended 31 December 2010, which have been prepared under the International Financial Reporting Standards (IFRS) adopted by the European Union and contained in the related EU Regulations, report profit for the year of 729,034,811 euros (736,660,139 euros for the year ended 31 December 2009). Equity at 31 December 2010, including the profit for 2010, amounts to 3,613,225,460 euros (4,076,920,460 at 31 December 2009). As described in the notes to the financial statements, the reduction in Equity, after taking account of the dividends paid and profit for 2010, is essentially due to the change in the Fair value reserve, which reflects movements in the market value of Financial assets attributable to BancoPosta, classified in Available-for-sale financial assets. In view of the fact that we were not assigned responsibility for analysing the contents of the financial statements on their merits, we have verified the general presentation and overall compliance with the laws relating to form and content. The Board also verified compliance with the regulations governing preparation of the Directors’ Report on Operations. The Board obtained information on the criteria used to determine provisions for impairments, liabilities and charges, and the related uses. After also taking account of the attestation of the financial statements under review issued by the Chief Executive Officer and the Manager responsible for financial reporting, in addition to the results of the audit procedures carried out by the independent auditors, PricewaterhouseCoopers SpA, as described in the opinion accompanying the financial statements, dated 21 March 2011, in accordance with our duties we recommend that you approve the financial statements for the year ended 31 December 2009, as prepared by the Board of Directors. Dear Shareholders, At the General Meeting you will be asked to vote on the following Agenda items: • approval of the financial statements for the year ended 31 December 2010 and the appropriation of profit for the year; • election of the Board of Directors, following expiry of the term of office of the existing Board of Directors elected by the General Meeting of 29 May 2008; • appointment of independent auditors, following expiry of the current contract, following its extension, and subsequent to approval of the financial statements for the year ended 31 December 2010. On this matter, the Board of Statutory Auditors, pursuant to Legislative Decree 39 of 27 January 2010, has prepared a specific report containing our recommendations regarding the appointment. Dear Shareholders, After the end of the reporting period, in February 2011, the law converting the so-called “Milleproroghe” (“Thousand Extensions”) Decree of 29 December 2010 into law was approved. With regard to aspects relating to the Company, the above Decree (paragraph 17-octies et seq. of art. 2) requires Poste Italiane, by 30 June 2011, to ring fence, by shareholder resolution, on the recommendation of the Board of Directors, capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. The capital is to amount to at least 10% of the Company’s Equity and the shareholder resolution is to establish the assets and contractual relations to be included in the ring fence and the rules for its organisation, management and control. We also bring to your attention the fact that, in order to implement this legal obligation, the Board of Directors’ meeting of 7 March 2011 voted to propose to the General Meeting that the Company ring fence “Patrimonio destinato” (“Committed capital”) pursuant to the above Law. To this end, the Board also proposes to appropriate a portion of retained earnings, amounting to 1,000,000,000.00 euros (one billion euros), to form “Committed capital”, to be held in a specific Equity reserve, named the “Reserve for BancoPosta capital”, and to be used exclusively to meet the related capital requirements. Rome, Italy 21 March 2011 THE BOARD OF STATUTORY AUDITORS Silvana Amadori Ernesto Calaprice Francesco Ruscigno Poste Italiane | Annual Report - Chairwoman - Auditor - Auditor Board of Statutory Auditors’ Report | Independent Auditors’ Report 339 INDEPENDENT AUDITORS’ REPORT Financial statements 340 Poste Italiane | Annual Report Independent Auditors’ Report 341 Financial statements POSTE ITALIANE Registered Office viale Europa, 190 00144 Rome - Italy tel +39 06 5958.1 fax +39 06 5958.9100 e-mail info@posteitaliane.it www.poste.it Corporate information Share capital: 1,306,110,000 euro Rome Companies Register no. 584565/1996 Business Registration Number REA 842633 Tax Code 97103880585 VAT Number 01114601006 This report is printed on recycled paper ANNUAL REPORT 2010 Poste Italiane SpA (A Sole Shareholder Company) Registered Office: Viale Europa, 190 . 00144 Rome . Italy Tel. 06.59581 ANNUAL REPORT 2010 www.poste.it Copertina_Bilancio_2010_INGL.indd 1 26/07/11 16:44 ANNUAL REPORT 2010 Poste Italiane SpA (A sole shareholder Company) Registered Office: Viale Europa, 190 . 00144 Rome . Italy Tel. + 39 06.59581 ANNUAL REPORT 2010 www.poste.it Copertina_Bilancio_2010_INGL.indd 1 04/08/11 12:07