annual report 2011
Transcription
annual report 2011
ANNUAL REPORT 2011 ANNUAL REPORT 2011 2 CONTENTS 3 FINANCIAL AND OPERATIONAL HIGHLIGHTS 4 CORPORATE OFFICERS 6 DIRECTORS’ REPORT on Operations 2011 9 POSTE ITALIANE GROUP Consolidated financial statements 2011 131 POSTE ITALIANE SPA Separate financial statements 2011 271 BANCOPOSTA RFC – First Separate Report 2011 387 ANNUAL REPORT 2011 4 FINANCIAL AND OPERATIONAL HIGHLIGHTS Results of operations Poste Italiane Group 2009 2010 2011 (€m) 2011 9,468 Poste Italiane SpA 2010 2009 17,456 19,639 19,635 Revenues from sales and services and earned premiums 9,572 9,841 5,210 5,050 4,792 Postal Services 4,240 4,505 4,709 4,796 4,665 4,878 Financial Services 5,141 4,962 5,039 7,112 9,505 9,526 Insurance Services n/a n/a n/a 338 419 439 Other Services 87 105 93 1,599 1,870 1,641 Operating profit 1,402 1,452 1,399 904 1,018 846 9.2% 9.5% 1.8% 2.0% 39.8% 42.1% 45.7% of which: Profit for the year 699 729 737 8.4% ROS (*) 14.8% 15.2% 14.2% 1.7% ROI(**) 2.7% 2.8% 2.7% 49.5% 37.4% 38.2% 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 2009 31 Dec 2010 31 Dec 2011 (*) (*) (€m) Poste Italiane SpA 31 Dec 2011 31 Dec 2010 31 Dec 2009 4,575 4,383 2,848 Equity 2,002 3,613 (1,338) (1,057) 1,198 Net (funds)/debt 2,739 3 4,077 (472) 3,237 3,326 4,046 Net invested capital 4,741 3,616 3,605 Following the formation of BancoPosta's ring-fenced capital, certain components of the statement of financial position at 31 December 2011 have been reclassified with respect to previous statements. In order to provide a like-for-like basis for comparison with 2010, amounts in the statement of financial position at 31 December 2010 have also been reclassified. Other information Poste Italiane Group 2010 2011 2009 513 436 Poste Italiane SpA 2010 2009 (€m) 2011 Investment during the period 822 386 471 capital expenditure 344 380 454 financial investments (equity investments) 478 6 17 142,343 146,014 148,550 419 of which: (*) 507 434 416 6 2 3 152,074 149,703 146,363 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 2009 31 Dec 2010 31 Dec 2011 Operational data (€m) Current accounts (average for the period) 34,741 35,949 38,021 Postal Office Savings Books 91,120 97,656 92,614 192,618 198,489 208,187 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 2011 5,526 5,533 5,575 13,992 14,005 13,945 delivery within 2009 2010 2011 1 day 90.7% 92.0% 94.7% 5 POSTE ITALIANE GROUP Total revenue – Operating segments 2009 26.0% 24.7% 46.7% 2.6% (€m) Postal Services Financial Sevices Insurance Services Other Services Total 2010 23.2% 22.6% 51.3% 2.9% 2009 5,227 4,964 9,376 531 20,098 2010 5,065 4,946 11,206 620 21,837 2011 22.2% 23.0% 52.0% 2.8% 2011 4,810 5,003 11,278 602 21,693 % increase/(decrease) 2010 vs 2009 2011 vs 2010 (3.1) (5.0) (0.4) 1.2 19.5 0.6 16.8 (2.9) 8.7 (0.7) Revenues from sales and services and earned premiums – Operating segments 2009 29.8% 27.5% 40.7% 1.9% (€m) Postal Services Financial Services Insurances Services Other Services Total 2010 25.7% 23.8% 48.4% 2.1% 2009 5,210 4,796 7,112 338 17,456 2010 5,050 4,665 9,505 419 19,639 2011 24.4% 24.8% 48.5% 2.3% 2011 4,792 4,878 9,526 439 19,635 % increase/(decrease) 2010 vs 2009 2011 vs 2010 (3.1) (5.1) (2.7) 4.6 33.6 0.2 24.0 4.8 12.5 n/s n/s: not significant POSTE ITALIANE SPA Market revenues 2009 42.1% 1.9% 55.0% 1.0% (€m) Mail and Philately Express Delivery and Parcels BancoPosta Services Other revenues Total(*) (*) 2010 42.4% 1.8% 54.6% 1.2% 2009 3,852 175 5,039 93 9,159 2010 3,855 161 4,962 105 9,083 2011 41.0% 1.5% 56.5% 1.0% 2011 3,725 135 5,141 87 9,088 % increase/(decrease) 2010 vs 2009 2011 vs 2010 0.1 (3.4) (8.0) (16.3) (1.5) 3.6 12.9 (17.1) (0.8) 0.1 Market revenues do not include publisher tariff subsidies and Universal Service Obligation subsidies, totalling 380 million euros (489 million euros in 2010). 6 CORPORATE OFFICERS Giovanni Ialongo BOARD OF DIRECTORS (1) In office from 21 April 2011 CHAIRMAN Giovanni Ialongo CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER (2) Massimo Sarmi DIRECTORS Maria Claudia Ioannucci - Antonio Mondardo - Alessandro Rivera In office until 21 April 2011 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 21 April 2011, has a term of office of three years, which will expire on approval of the financial statements for 2013. The Board of Directors’ meeting of 6 May 2011 elected the 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) CHAIRMAN 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. Appointed for nine years by the General Meeting of 14 April 2011, as required by Legislative Decree 39/10. ANNUAL REPORT 2011 8 9 DIRECTORS’ REPORT on Operations 2011 ANNUAL REPORT 2011 10 CONTENTS 1. CORPORATE GOVERNANCE 12 2. ORGANISATION 23 23 25 27 28 30 30 31 3. FINANCIAL REVIEW 32 32 37 45 4. AREAS OF BUSINESS 54 55 58 62 67 68 72 74 75 76 77 77 81 5. DISTRIBUTION CHANNELS 83 83 84 84 2.1 Organisational structure of Poste Italiane SpA 2.1.1 Private Customers 2.1.2 Large Account and Public Sector 2.1.3 Postal Services 2.1.4 Other Business Functions 2.1.5 Corporate Functions 2.2 Structure of the Poste Italiane Group 3.1 Risk management for the Group and Poste Italiane SpA 3.2 Operating results 3.3 Financial position and cash flow 4.1 Postal Services 4.1.1 Commercial offering 4.1.2 Operating results 4.2 Financial Services 4.2.1 Commercial offering 4.2.2 Operating results 4.3 Insurance Services 4.3.1 Commercial offering 4.3.2 Operating results 4.4 Other Services 4.4.1 Commercial offering 4.4.2 Operating results 5.1 Retail/SME 5.2 Business and Public Sector 5.3 The Contact Centre and the internet 6. HUMAN RESOURCES 6.1 6.2 6.3 6.4 6.5 Workforce data Training Human resources management Industrial relations Labour disputes 86 86 88 90 91 92 11 7. INVESTMENT 93 7.1 Financial investments 7.2 Capital expenditure 7.2.1 It and telecommunications networks 7.2.2 Restyling and upgrading of post and delivery offices 7.2.3 Postal logistics 93 94 94 95 96 8. THE ENVIRONMENT 97 9. EVENTS AFTER 31 DECEMBER 2011 99 10. OUTLOOK 100 11. OTHER INFORMATION 103 12. BANCOPOSTA RFC MANAGEMENT REVIEW 104 12.1 BancoPosta RFC Corporate Governance 12.2 BancoPosta RFC’S internal control system and Risk Management 12.2.1 Internal control system 12.2.2 Risk management system 12.3 BancoPosta RFC financial review 12.3.1 Financial review 12.3.2 Assets, liabilities and cash flow 12.4 Operating review of BancoPosta RFC for the period 12.5 Events after 31 december 2011 relating to BancoPosta RFC 12.6 Outlook for BancoPosta RFC 12.7 Other information on BancoPosta RFC 104 13. BOARD OF DIRECTORS’ PROPOSALS TO THE SHAREHOLDERS 125 APPENDIX GLOSSARY Key performance indicators for principal Poste Italiane Group companies 107 107 109 110 113 116 118 123 123 124 126 129 ANNUAL REPORT 2011 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. Poste Italiane SpA is a wholly owned subsidiary of the Ministry of the Economy and Finance (the MEF). 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 auditing the Group 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 13 times during 2011. The Chairman exercises the powers assigned by the Articles of Association and those assigned to him by the Board of Directors’ meeting of 6 May 2011. 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 to grant the Chairman executive powers in respect of the following matters: communication and Government relations, international relations and legal affairs. 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 following 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; • the appointment, at the proposal of the CEO, of the Head of BancoPosta. 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. 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 2011 1. Corporate Governance 13 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 the year. With the introduction of Legislative Decree 39/2010 (”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. On completion of a tender process designed to select an auditing firm to carry out this role, the Board of Statutory Auditors recommended the firm that had submitted the best bid. The General Meeting of 14 April 2011 then voted to appoint the auditing firm, PricewaterhouseCoopers SpA, to audit the Group’s accounts for the years 2011/2019. The Board of Statutory Auditors also recommended appointment of the same firm, PricewaterhouseCoopers SpA, as part of its engagement to audit the accounts, to carry out the further procedures relating to the requirements deriving from the formation of BancoPosta’s ring-fenced capital (from now on also: BancoPosta RFC). The Ordinary General Meeting called to approve the financial statements will appoint the form to carry out this additional engagement. 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 conduct of internal controls. The Extraordinary General Meeting of 14 April 2011 resolved – pursuant to art. 2, paragraphs 17-octies et seq. of Law Decree 225 of 29 December 2010, as converted with amendments into Law 10 of 26 February 2011 – to estabilish legally ring-fenced capital for BancoPosta aimed at BancoPosta operations only. The General Meeting also approved By-laws governing the organisation, management and control of BancoPosta RFC. The formation of the ring-fenced capital was effective from the date the above resolution was filed with the Companies’ Register on 2 May 2011, and was implemented subsequent to ascertaining that no objections had been raised by creditors. On 2 July 2011 BancoPosta’s assets and liabilities were, for all intents and purposes, unbundled from those of Poste Italiane at that date or at any time in the future, whereas BancoPosta’s assets, liabilities and contractual rights were ring-fenced exclusively for the satisfaction of its obligations arising out of its day to day business, with Poste Italiane’s liability being limited to the ring-fenced capital attributed from retained earnings. Report on Operations 14 The By-laws for organising and managing BancoPosta RFC have been drawn up in line with the model used by Poste Italiane and according to the following levels: • Board of Directors; • CEO; • Head of BancoPosta; • Cross-functional Committee. BancoPosta RFC is managed by Poste Italiane’s Board of Directors, which has responsibility for strategic supervision and which, with regard to the ring-fence, is exclusively responsible for, among other things, establishing strategic guidelines, adopting and amending business and financial plans, and for assessing the adequacy of the organisational, administrative and accounting structure, and the functionality, efficiency and effectiveness of internal controls. The Chairman of the Board of Directors carries out the role assigned by the Articles of Association. BancoPosta RFC is the responsibility of Poste Italiane’s Chief Executive Officer who has all powers required for the implementation of strategy and the management of BancoPosta RFC. Without prejudice to the powers assigned to the Head of BancoPosta, the CEO may avail himself of the support of BancoPosta, of Poste Italiane’s other business and corporate functions involved in operations relating to BancoPosta and of the Cross-functional Committee. The CEO assigns responsibility for BancoPosta’s operations, granting the necessary powers to the Head of BancoPosta, who has a duty to report to the Cross-functional Committee, to prepare and update internal regulations governing levels of service together with other functions, and to prepare reports, on at least a six-monthly basis, for the Board of Directors on the overall performance of the operations for which he is responsible. The Cross-functional Committee, whose permanent members are the CEO, who also acts as chairman, the Head of BancoPosta and the heads of the functions that interact with BancoPosta, provides advice and makes recommendations and coordinates BancoPosta’s operations with those of other corporate functions involved in its operations. The Committee conducts its activities on the basis of specific “Regulations for the Cross-functional BancoPosta Committee”, approved by the Board of Directors with the prior agreement of the Board of Statutory Auditors. The Committee meets monthly. The Board of Directors has also approved General Operating Guidelines governing BancoPosta, establishing rules and the activities that the various functions within Poste Italiane must carry out on behalf of BancoPosta, and defining the criteria to be used in assessing the related contributions. The Board of Statutory Auditors, the Supervisory Board set up by Poste Italiane in response to Legislative Decree 231 and Poste Italiane’s independent auditors are also responsible for carrying out the respective controls in relation to BancoPosta RFC and as required by the related regulations. In particular, the Board of Statutory Auditors, taking account of the peculiar nature of BancoPosta’s operations and ensuring the necessary separation of controls, both formal and otherwise, verifies compliance with the law and the Articles of Association, adherence to correct governance principles and the adequacy of the organisational structure and administrative and accounting systems and of BancoPosta RFC’s internal control systems. BancoPosta RFC also has its own independent controls: Risk Management, Compliance, Internal Auditing and Anti-Money Laundering. Support is provided by Poste Italiane’s Internal Auditing function under a service contract. Poste Italiane | Annual Report 2011 1. Corporate Governance 15 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 function 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 scope of the Internal Auditing function’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 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 2011 with the aim of strengthening management of the Company’s and the Group’s processes through a synergistic approach to risk management and control. In line with the approach of recent years, the adoption of operating processes for assessing control systems was finalised, thus providing integrated and standardised operating procedures and audit results. In line with the annual plan, initiatives in 2011 gave priority to the progressive coverage of broad-based, organisation-wide central processes, focusing on processes affected by significant organisational and operational changes with the aim of integrating and supporting the best solutions devised by management. Around the country, the overall control system for the processes carried out by the Centralised Service Teams and the management and back-office process for financial products was assessed. The state of progress in strengthening post office processes was also monitored, something already down during previous audits. Audit activities also included a complete assessment of the second-level controls carried out by management and specific specialist corporate functions, aiming to provide a better overall impression of the internal control system, focusing on the reliability of financial reporting processes, with particular regard to financial transactions, accounts receivable and staff costs. In terms of accounts payable, the capacity of standard control systems architecture to function adequately, even in the case of particular or urgent purchases, was also assessed for the different types of good and service. Further audit activities regarded the information systems that support a number of corporate processes, including accounting, in order to assess the level of control over security and the adequacy of the processes compared with the relevant regulations. The degree of implementation of the new Corporate Information Security Governance model, which has had a wide-ranging impact on the general internal control system, was also monitored. With regard to checks on the functionality of controls at local offices, a systematic review of audit plans was carried out as part of a continuous audit process, with the aim of aligning them with operational changes regarding controls. With reference to Group companies included in the scope of the audits, support and monitoring initiatives were carried out for specific Internal Auditing functions as part of efforts designed to reinforce and ensure a consistent approach. A number Report on Operations 16 of processes at certain subsidiaries were the subject of attention by the companies themselves, whilst other initiatives, carried out at the request of management in order to aid in assessing processes at risk for the purposes of Legislative Decree 231/01, were also implemented in preparation for implementation /revision of the related Organisational Model. With reference to the areas covered by Legislative Decree 231/01, during 2011 Poste Italiane’s Organisational Model was amended and added to in order to reflect changes inside and outside the Company. In terms of areas of potential exposure and the related preventive measures, the new Organisational Model, approved by the Board of Directors on 28 November 2011, has adopted the new provisions contained in Legislative Decree 121 of 7 July 2011 regarding environmental protection, which, having come into force on 16 August, have added to the so-called list of “reati presupposto” (“relevant offences”) for the purposes of Legislative Decree 231/01. The Organisational Model has also extended the scope of some of the offences referred to in the previous Model (such as computer crimes, terrorism, market abuse, money laundering and the receipt of stolen goods, occupational health and safety, etc.) to align it with operational developments within the Company (e.g. the implementation of strategic projects) and regulatory changes (the related jurisprudence and new legislation such as, for example, Law 136 of 13 August 2010 regarding “Special Anti-Mafia Measures”). The Company continued to support Group companies with the aim of ensuring the consistency of the various organisational, management and control models introduced in response to Legislative Decree 231/01, in keeping with the guidelines issued by the Parent Company, but taking account of the independence and specific nature of each organisation. The process of renewing the supervisory boards of Group companies also proceeded during the year. Wide-ranging information is also to be provided by the various supervisory boards to Poste Italiane’s Supervisory Board set up in accordance with Legislative Decree 231, whilst specialist expertise and experience relating to “231” is to be shared at Group level. The multi-year Audit Plan, which has so far guided control activities and whose implementation will end in 2012, has resulted in consolidation of a new integrated methodological approach leading to significant synergies, thus optimizing systematic audit procedures at local level and compliance activities. In addition to the processes subject to strict legal requirements (Legislative Decree 231/01 and Law 262/05), the strategic guidelines included in the Plan for 2012 envisage an expansion of audit activities at Group companies and further additions to the Internal Auditing Data Warehouse for remote analysis. 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 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 262/052 by the Board of Directors, and who is also the Chief Financial Officer, 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 to which the procedures 2. 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. Poste Italiane | Annual Report 2011 1. Corporate Governance 17 refer. The position has also been created for those subsidiaries that contribute a significant share of the Group’s consolidated net assets, income and cash flows3. The Manager responsible for financial reporting is supported by the Accounting Controls function, which forms part of Accounting 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 different 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 and Poste Italiane’s financial risks. In terms of operational risk, the function has adopted measurement models in line with those proposed by the Bank of Italy, which are partly based, among other things, 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 liquidity, interest rate, counterparty and concentration 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. Third-level controls • Internal Control/Internal Auditing reports to the CEO with a functional reporting line, 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, 3. Poste Vita, SDA Express Courier and Postel, in addition to Banca del Mezzogiorno – Mediocredito Centrale which, as a listed issuer pursuant to Legislative Decree 58/1998, is required by law to appoint a Manager responsible for financial reporting. Report on Operations 18 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 Control/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 allocating and exercising authorities and responsibilities, the separation of duties, staff management and incentive policies, personnel competence and, more in general, 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; • 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 Poste Italiane | Annual Report 2011 1. Corporate Governance 19 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 COSO4 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 BancoPosta’s Cross-functional Committee and 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 Poste Italiane’s Financial Management” for approval by the Board of Directors, whereas the Financial Risk Committee assesses and monitors the Group’s overall exposure to financial risks, and verifies compliance with the above Guidelines. 4. The Committee of Sponsoring Organizations 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”. Report on Operations 20 Risk and control: 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 of this Report entitled “Risk Management for the Group and Poste Italiane SpA” and, with regard to financial risks in the strictest sense of the term (interest rate, liquidity and counterparty risk, etc.), in the notes to the separate financial statements, in the attached Separate Report for BancoPosta RFC and in the notes to the consolidated financial statements (note 3 in each of the above documents). It should be noted, in that connection, that the Company 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’s 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. 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 year BancoPosta, in parallel with other initiatives, proceeded with the process of 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 specific to it. The structure of BancoPosta’s organisation and controls is, in any event, evolving in response to the formation of ring-fenced capital, 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 Accounting Controls function, which forms part of Accounting 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 meet certain objectives (so-called “financial statement assertions”)5, necessary in order to reasonably assure the accuracy and reliability of financial reporting; • provide a method for monitoring by the process owner and independent verification. 5. 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 2011 1. Corporate Governance 21 The process of preparing these procedures entails the following phases: • 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 financial statement assertions 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 financial statement assertions. 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 Control/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. Based on the above approach, 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 by the most important Group companies follow the same approach as the Parent Company, applying the methods circulated by it. At the end of each annual and half-year reporting period, each manager 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. In addition, the Company 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. Report on Operations 22 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 methodology6 and covers infrastructure and transversal processes that are typically the responsibility of the Chief Information Office7 (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 based on 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 Accounting and Control function and other corporate functions through their own administration and control units. 6. 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 (ITGovernance Institute) to provide an internationally generally accepted measures for the assessment and improvement a company's IT governance and control. 7. IT systems relating to human resources are under the direct control of Human Resources and Organisation. Poste Italiane | Annual Report 2011 2. Organisation 23 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 functions Postal Services BancoPosta Private Customer Large Account and Public Sector Marketing Postal and Digital Services Marketing and Management of Logistics Services Corporate functions Purchasing Public Affairs Legal Affairs Corporate Affairs Accountancy and Control External Relations Internal Auditing Finance Real Estate Strategic Planning Human Resources and Organisation Chief Information Office Security & Safety The BancoPosta, Marketing Postal and Digital Services and Marketing and Management of Logistics Services business functions are responsible for developing the related products and services and managing a part of the operations involved in their supply. Report on Operations 24 The Marketing Postal and Digital Services function is also responsible for the development and supply of philately products. The Private Customer and Large Account and Public Sector functions are the commercial channels responsible for developing and managing frontline commercial activities for all customer segments. The Private Customer function is also responsible for customer care. Postal Services is responsible for planning and managing the logistics process (mail and parcels) and for the supply of integrated services. Corporate functions are central departments that manage, control and provide business support services. 2011 witnessed a number of organisational initiatives aimed at improving the focus and effectiveness of marketing, commercial and operating processes, so as to equip the Company to cope with the increasingly complex macroeconomic environment and respond to the growth in competition resulting from deregulation of the postal market. There were equally important changes to financial services, where the changed regulatory environment deriving from the formation of BancoPosta’s ring-fenced capital increased the need to introduce new organisational structures and processes. Against this backdrop, the main organisational changes regarded the following: • establishment of the Marketing and Management of Logistics Services function to ensure the development and innovation of logistics services, including through coordination of the functions of the various departments within the Company and the relevant Group companies. The function was also handed responsibility for development of the e-commerce service offering, previously the subject of a specific initiative; • a redefinition of the responsibilities of the Marketing Logistics and Digital Services, renamed Marketing Postal and Digital Services, with the aim of achieving a more focused approach to the marketing of postal, integrated and digital communication products and services. In this regard, responsibility for operations involved in the management of logistics for domestic parcels and the international gateway, and of the provision of integrated and innovative services was transferred to Postal Services during the year. In addition, with the aim of exploiting the potential offered by unifying management of traditional products and services, the development and production of philatelic products was transferred to Marketing Postal and Digital Services; • the transfer of activities previously carried out by the Internet function to Postecom, with the aim of achieving greater coordination between the design and production stages and thus achieve a time to market more suited to the related market; • a review of the commercial and customer care model used by the Private Customer function, with the priority aim of boosting the ability to provide distinctive offerings to the various target segments, with particular regard to the increasingly strategic SME segment. In this regard, commercial and pre- and after-sales support are now even more specialised by type of product/service or customer based on the target customer segment; • the formation of ring-fenced capital to be used in relation to BancoPosta, in compliance with the Bank of Italy’s prudential requirements; in this connection, definition of a model governing the organisation and management of the capital, as part of the By-laws governing BancoPosta RFC, was particularly important. The model operates on various levels and, among the various components, includes the establishment of a Cross-functional Committee with consultative and advisory functions and responsible for linking BancoPosta RFC with the other functions within Poste Italiane involved in operations relating to the ring-fenced entity; • again at BancoPosta, the Projects, Processes and Procedures and the Operations functions were reorganised in order to achieve a more precise division between “controls” and operating activities, and the business continuity model for financial services was revised, by reconfiguring the organisational roles designed to manage both critical events and activities linked to the Business Continuity Management programme. The composition of the Crisis Unit was revisited and it was decided to set up a Business Continuity Committee for Financial Services, with responsibility for operational supervision of the Business Continuity Management programme; • in completion of the planning initiative begun during 2010, formalisation of the new model for managing the Group's Information Security which, partly through reorganisation of the corporate functions most concerned (above all the Chief Poste Italiane | Annual Report 2011 2. Organisation 25 Information Office and Security & Safety) and the related coordinating bodies, enables more precise management of the process of ensuring the security of the entire information life cycle; • a strengthening of the organisational units engaged in technological innovation and in the processes involved in planning and managing projects and their development, through reorganization of areas of the Chief Information Office. The following important events also took place in 2011: • preparations for the start-up of operations of the Banca del Mezzogiorno from 2012 following the acquisition of Unicredit MedioCredito Centrale SpA; • the launch of the ISTAT Project relating to activities involved in the 15th Census of the Italian population and housing in 2011; • the transfer of Poste Italiane SpA’s telecommunications unit to PosteMobile SpA as part of the plan to optimise use of the Company’s telecommunications assets by obtaining synergies, in part with the aim of developing a competitive and integrated commercial offering for future launch on the external market. 2.1.1 PRIVATE CUSTOMERS The Private Customer function manages the commercial front end and pre- and after-sales support for the Private Customer, SME and the Local Government segments for which it is responsible (Business). The organisation of the commercial network and related operational support processes breaks down into three levels: • Multi-regional Area Offices (referred to as Private Customer Area Offices); • Branch Offices; • post offices (including Poste Impresa offices), which from a commercial point of view are classified as central, relations, transit, standard, service or support offices. In continuation of the rationalisation process, the number of post offices was reduced by 60 in 2011, declining from 14,005 at 31 December 2010 to 13,945 at 31 December 2011, whilst the network of Poste Impresa offices rose to 258 at 31 December 2011 (239 at 31 December 2010), marking an increase of 19. 31 Dec 2010 Number Private Customer Area Offices Branch officies Post officies Workforce 31 Dec 2011 Number Workforce 9 1,774 9 1,749 132 4,704 132 4,652 14,005 59,778 13,945 60,076 All workforce data is shown in full-time equivalent terms. Back-office activities are partly carried out at post offices, and partly at 15 specialist service centres (Centralised Service Teams) spread around the country and 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 the management of current accounts and ancillary services, loan and mortgage applications and certain after-sales activities. The above Teams carry out these activities for both Private and Business customers (SMEs and Local Government). With the aim of boosting market coverage in order to exploit all the growth opportunities in the Private and Business segments, a number of reorganisation initiatives were undertaken at local level during the year, with the aim of achieving a greater degree of process integration and optimising support activities across all areas of the business. Report on Operations 26 The main initiatives implemented / launched include: • the overall reorganisation of customer care, within the scope of the Customer Service function, proceeded with the closure of sites in Bari and Cagliari; pre- and after-sales activities and complaints management were streamlined and centralised and a new operating model introduced, based on internal roles specialising in different products/services/customers (Private Financial Service Customers, Postal and other Private Customer Services and Business Customers). Back-office activities were reorganised by establishing Specialist Units within the Centralised Service Teams handling loans and probate issues in order to provide specialist support to post offices and improve integration with front-end staff; • the new organisational model for the Operations Management function (formerly Operations) at Area and Branch Office level was launched with the aim of refocusing attention on issues relating to the regular and correct conduct of the operating processes involved in support for post offices, introducing two new specific roles at local level (the Financial Process Consultant and the Postal Process Consultant) and developing the skills of specialists at branch office level; • a new operating model was defined for Private Commercial activities in order to guarantee a full and rapid response to the needs of the network, redefining the mission of Area Office functions (as providers of expertise and knowledge to support front-end staff) and Branch Office functions, focusing on management and support for operations, the monitoring of day-to-day operations and direct sales, including via the introduction of new specialists assigned responsibility for groups of post offices; • in order to improve market penetration, the micro-organisational model for Business Commercial activities was subject to a review of the operating model for the relevant sales force. This involved a number of initiatives (the introduction of a parcels sales specialist at Area Office level, the decision to have the Business and Local Government sales force reporting to Branch Office managers, the focus of Poste Impresa offices on developing the sectors in which target SME customers operate); • the micro-organisations of the most important post offices (highly complex central post offices) were revisited with a view to strengthening support for post office managers with regard to operational and management aspects, introducing new roles (the Post Office Coordination Consultant and the Post Office Specialist). PRIVATE 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 and Loan Products” areas have been created for private customers within post offices. At 31 December 2011 there were 4,712 of these areas, including 438 in the process of being set up. SMALL AND MEDIUM ENTERPRISES AND LOCAL GOVERNMENT During 2011 the management model for the SME market segment, covered by the Private Customer function, was consolidated. This envisages the georeferencing of all SME and Local Government customers in relation to approximately 471 highly specialised, integrated physical locations (divided between Offices and Areas). In addition to counter staff, Poste Impresa offices (which represent an evolved form of the pre-existing Poste Business 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 following sectors: • communication, marketing, services and B2B (associations, advertising and press agencies, private educational institutes, sports centres, wholesalers, etc.); • Ho.Re.Ca.8 and B2C (hotels and restaurants, entertainment providers, retailers, etc.); 8. Ho.Re.Ca., the acronym for Hotellerie-Restaurant-Café, indicates enterprises operating in the hotel or food and beverage sectors. Poste Italiane | Annual Report 2011 2. Organisation 27 • companies (manufacturers, utilities, construction, transport, etc.); • professionals and property managers. The commercial model also involves dedicated sales personnel, reporting to Branch Office managers, for Business and Local Government customers, with the role of protecting and growing the volume of business with customers belonging to their assigned portfolio and of acquiring new customers. Finally, each geographical area has a commercial organisation providing a link between central departments and Poste Impresa 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 local area level. Geographical distribution of post offices and Branch Offices 355 2 368 4 1 1,117 8 1,487 12 996 10 5 462 5 1,019 11 527 4 174 2 2,019 19 71 469 288 2 462 4 North-western Area based in Turin Piedmont Valle d’Aosta Liguria Central Area 1 based in Florence Tuscany Umbria 9 493 5 1,049 9 187 2 698 6 853 851 12 Geographical distribution of Areas Central Area based in Rome Lazio Sardinia Abruzzo Southern Area 2 based in Palermo Sicily Post offices Branch offices Lombardy Area based in Milan Nord-eastern 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 ACCOUNT AND PUBLIC SECTOR The Large Account and Public Sector function is responsible for developing business with Large Account, Central Government and some Local Government customers. The process of better tailoring the offering to the needs of the different customer segments continued in 2011 with adoption of an organisational model for sales departments that envisages four specific areas: 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. Central functions also exist to support and coordinate pre- and after-sales activities and liaise with the related marketing functions. Report on Operations 28 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 collection, transport, sorting and delivery. 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 (mechanical and manual) and distribution centres (Delivery Offices). The restructuring of logistics and operations, based on the provision of postal services five days a week (Progett8VENTI), was completed in line with the timing set out in the union agreement of 27 July 2010. Consequently, in the country’s major cities9, it is now possible to guarantee 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. The project was completed with the launch of all the planned 915 Distribution Centres and efficiency improvements in 4,142 delivery zones. 31 Dec 2010 Number Area Logistics Offices 31 Dec 2011 Workforce Number Workforce 9 1,908 9 3,181 Sorting Centres 21 10,931 21 10,432 Priority Centres 29 2,457 15 1,302 Delivery Logistics Centres 14 605 - - 3,457 48,929 2,924 48,133 (*) Delivery Offices (**) All workforce data is shown in full-time equivalent terms. (*) The process, begun in 2010, of transfering Coding Service Centres, which previously reported to the Priority Centres and Delivery Logistics Centres that have now closed, to the Operations departments of the relevant Logistics Area Offices was completed in 2011. In addition, the activities involved in the provision of online integrated and mail services were transferred to Area Offices, as was the handling of international parcels at the Gateway. The geographical distribution of Offices at 31 December 2011 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 39,679 postmen and women and delivery supervisors (41,429 at 31 December 2010). The new configuration of the logistics network10 introduced by Progett8VENTI has retained 21 Sorting Centres and 15 Priority Centres, whilst the remaining 20 Priority Centres and all 42 Delivery Logistics Centres are to be gradually closed. The sorting operations carried out by the centres closed have been transferred to Sorting Centres, with the remaining mail collection, local notification and transport services handed over to the nearest Distribution Centres, which have been renamed Master Distribution Centres. The Coding Service Centres formerly located within the now closed Delivery Logistics Centres and Priority Centres have been transferred to the Operations departments of the nearest Area Logistics Offices. Continuing the process begun in 2010, a total of 14 Priority Centres and 14 Delivery Logistics Centres were closed in 2011, whilst the same number of Master Distribution Centres were established. Further initiatives in 2011 regarded: • the transfer of activities involved in the supply of integrated services (ten Service Centres supplying integrated mail services for the Integrated Notification Service and the Regularisation of Immigrant Workers) and online mail services (Electronic Communication Service Centres, which primarily manage operations relating to a number of online mail services) to Area Logistics Offices, based on the area served; 9. In provincial capitals and municipalities with more than 30,000 inhabitants. 10. 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. Poste Italiane | Annual Report 2011 2. Organisation 29 • amalgamation, within Postal Services, of domestic and international gateway parcels and the subsequent launch and conclusion of the “Gateway Unification” project, aimed at centralising international parcel processing at one site in Lonate Pozzolo (VA) and the later closure of the sites at Genova Porto (10 June 2011) and Roma Corcolle (16 September 2011). Initial trials of the insourcing of parcels were also run, channelling the delivery of Poste Italiane branded products via the universal delivery network (Terni); • development of the “Electronic Postman” project, with the implementation of new functions: a) payment of pre-printed bills, cash on delivery payments and Postepay topups via POS operated by postmen and women from the Universal Services and the new Innovative Services units; b) management of the ISTAT census package; c) collection of Postafree products at Distribution Centres with Innovative Services units; d) the launch of trials using the “Q Code” (business mail quality control) at a number of Distribution Centres in Rome; • on-schedule completion of the first stage of the ISTAT Project linked to the “15th Census of the Italian population and housing in 2011”, with delivery of approximately 25 million questionnaires to Italian households; • establishment of a Security, Infrastructure and Support Services function to provide specialist support for the reorganisation of operating processes at central and local level, in order to align and standardise improvement initiatives regarding safety and security based on operational requirements in synergy with the Security & Safety function; • review of the Delivery, Transport and Quality functions, with a view to standardising the organisations, and amalgamating activities involved in the collection of mail for Large Accounts within the central and local units of Administration and Control and Operations. Finally, the following initiatives were undertaken as part of the international consultancy agreements with the postal operators, Egypt Post and Russian Post: • the second phase of the consultancy contract, involving the re-engineering of Egypt Post’s logistics processes, was completed; • two Workshops (in Moscow and Rome) provided for in the consultancy contract between Poste Italiane, Russian Post and Selex Elsag were held, including in-depth coverage of operational issues and visits to a number of logistics centres. Distribution of Area Logistics Offices Distribution of Postal Network Centres SC Piedmont - Valle d’Aosta - Liguria 3 1 Lombardy 3 1 Triveneto 3 3 Emilia Romagna - Marche 2 1 Tuscany - Umbria 2 2 Lazio - Abruzzo - Molise - Sardinia 3 3 Campania - Calabria 2 1 (*) Puglia - Basilicata 1 2 Sicily 2 1 Total 21 15 (*) Report on Operations PC The Priority Centres include the Romanina and Portonaccio printing centres in Rome (logistical support centres hosting the remaining manual processes) 30 2.1.4 OTHER BUSINESS FUNCTIONS The other Business functions are centralised departments which, partly by coordinating the operations of a number of Group companies, create, design and manage the Group’s offerings, with the related responsibilities assigned as follows: • Marketing Postal and Digital Services for domestic postal products/services, integrated and digital services and philatelic products; • Marketing and Management of Logistics Services for domestic and International logistics products/services and International mail products/services, and for e-commerce services, for which it provides specialist technical support; • BancoPosta for financial products/services. In addition, BancoPosta carries out a number of operating processes relating to its area of business at sites located around the country, as follows: • 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; • a Multi-service Centre, located in Turin, which carries out certain back-office processes (fraud analysis and management, credit checks, the management of payment orders for legal and other expenses). 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. Poste Italiane | Annual Report 2011 2. Organisation 31 2.2 STRUCTURE OF THE POSTE ITALIANE GROUP 100% 100% Postecom SpA Postel SpA 10% 70% Poste Tributi ScpA 100% 100% SDA Express Courier SpA 10% 100% 39% CLP ScpA Kipoint SpA 5% Mistral Air Srl 100% 5% Address Software Srl PosteTutela SpA 100% Poste Vita SpA 100% 100% Italia Logistica Srl PosteShop SpA 100% Poste Assicura SpA 28.57% Uptime SpA Poste Energia SpA 100% BancoPosta Fondi SpA SGR PosteMobile SpA 100% Consorzio per i servizi di Telefonia Mobile ScpA 51% 0.02% 99.98% Postel do Brasil Ltda Telma-Sapienza Scarl 32.18% 49% Docugest SpA Innovazione e Progetti ScpA (in liquidation) 15% Report on Operations 55% 45% 49% 51% Europa Gestioni Immobiliari SpA 50% PostelPrint SpA Docutel 85% Communication Services SpA 51% 100% Banca del 100% Mezzogiorno MedioCredito Centrale SpA 32 3. FINANCIAL REVIEW 3.1 RISK MANAGEMENT FOR THE GROUP AND POSTE ITALIANE SPA MACROECONOMIC ENVIRONMENT 2011 witnessed a series of negative events, including political tensions in the Middle East, the nuclear disaster in Japan, rising commodity prices and the sovereign debt crisis that hit a number of euro zone countries, giving rise to the adoption of austerity measures. Together, the above factors resulted in a decline in global GDP growth from 5.1% in 2010 to 3.8%. The worsening international situation has had a significant impact on our country: a reduction in the already slow pace of GDP growth (0.5% compared with 1.8% in 2010) has resulted in a further rise in public debt, which now amounts to 3.9% of GDP. Particularly during the second half, Italy experienced a crisis of confidence in its debt, leading to an increase in borrowing costs, with the interest rates on short-term securities nearing 6% and on longer-term securities reaching around 7.5%. This situation resulted in a deterioration in consumer confidence, which translated into only modest spending growth (0.2%) compared with the already weak figure for 2010 (1.2%). Total internal demand thus fell slightly (0.3%), hitting Italian economic growth as a whole. Businesses also reported low growth: industrial output rose by a mere 0.2%, thanks to exports, which were up 6.3% on 2010. Companies had to face, on the one hand, stagnating demand and, on the other, increased difficulties in gaining access to bank loans, linked to the rise in interest rates. The situation was further complicated by the introduction of austerity measures, resulting in a recession caused by increases in direct and indirect taxation and cuts to transfers to local authorities. In late 2011 the country went back into recession (the fourth quarter of the year registered a 0.7% fall in GDP versus the previous quarter), which is expected to deepen over the coming year: forecasts for 2012 point to a decline in GDP of approximately 1.5%. The weak macroeconomic environment in our country has had a negative impact on the sectors in which Poste Italiane operates. MARKET CONDITIONS AND COMPETITION Following the introduction of Legislative Decree 58 of 31 March 2011, fully deregulating the postal market, a number of competitors have reinforced their presence, offering a range of services and covering large areas of the country, above all major cities and provincial capitals. These operators also intend to compete more effectively by focusing primarily on highvalue customers. Competition was already present in previous years as a result of partial deregulation of the postal market, enabling our main Poste Italiane | Annual Report 2011 3. Financial review 33 competitors to begin offering postal products and gain market share. Above all, inroads were made by companies owned by overseas postal operators seeking new market opportunities in markets in the process of being opened up. These new developments in the postal market have occurred at the same time as a structural decline in the use of traditional forms of communication, as a result of its progressive replacement by digital communication and the economic downturn. Against this backdrop, Poste Italiane continues to bear the cost of providing a Universal Service, whilst ensuring high quality services and covering a wide geographical area. Thanks to large-scale investment in innovation and its widespread network, Poste Italiane has been able to respond to these market challenges by relaunching traditional services and diversifying into totally new markets. We have leveraged technology in order to offer new services. The Company has given priority to increasing the degree of functional integration between the various areas of business (postal, financial and telecommunications) and has developed differentiated offerings for the various customer segments, providing products that offer security, simplicity and reliability. RISK MANAGEMENT Poste Italiane takes a structured approach to identifying and analysing risk, which is carried out by various functions that complement each other whilst mutually respecting each other’s roles. The Company has significantly boosted its Enterprise Risk Management system in order to support and supplement the processes, tools and initiatives needed to assess and quantify the levels of risk to which the different areas of the Company are exposed, based on a model for integrating internal information flows. The system focuses primarily on process analysis and the measurement of risk in qualitative and quantitative terms, using key performance and risk indicators (KPIs and KRIs) in line with the most recent international risks management standards and best practices. The principal categories of risk are as follows. FRAUD AND EXTERNAL EVENT RISKS One of the issues on which Poste Italiane continuously focuses attention is post office security, with a view to protecting both staff and the Company’s assets and dealing with the risks deriving from fraud and/or criminal actions committed by external agents. Compared with 2010, the figures for 2011 show a slight reduction in the number of attacks, confirming the positive performance of the Company’s security plan designed to protect the various assets and the effectiveness of the activities of the Remote Surveillance service, which plays a key role in fighting fraud and crime. Although to a lesser extent than in the recent past, phishing continues to represent one of the most prevalent and sophisticated forms of online fraud. Poste Italiane has for some time adopted a series of organisational and technological counter-measures to prevent, manage and fight this type of crime. Great attention is also paid to combating the risks deriving from potential fraud inside and outside the Company and specific steps taken. Poste Italiane has adopted a range of tools, used by the various departments within the Company, to prevent the occurrence of such events, including the Oracolo system for checking proof of identity and the Identity Check system for controlling access to the website at www.poste.it. Overall, the risks deriving from fraud and/or actions committed by external agents are monitored via the anti-phishing system, which identifies any attempts at phishing for customers’ details, the Security Room, customer awareness campaigns, heightened fraud prevention initiatives and an increased internal investigation capacity, as well as greater coordination with the police and magistrates. Report on Operations 34 FINANCIAL RISKS 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 SpA SGR, Banca del MezzogiornoMedioCreditoCentrale 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 and transactions involved in the funding of assets and the investment of the Company’s own liquidity. BancoPosta’s operations are governed by Presidential Decree 144/2001. From 2 May 2011 BancoPosta has ring-fenced capital, as approved by the General Meeting of 14 April 2011 for the purposes of applying the Bank of Italy’s capital adequacy requirements and the protection of creditors, pursuant to art. 2 (paragraphs 17-octies to 17-duodecies) of the so-called “Milleproroghe” (“Thousand Extensions”) Decree, converted into Law 10 of 26 February 2011. Poste Italiane SpA attributred 1 billion euros of retained earnings to BancoPosta RFC for the creation of ring-fenced capital. BancoPosta RFC’s operations consist of the investment of cash held in postal current accounts invested in the name of BancoPosta but subject to statutory restrictions, and collections and payments on behalf of third parties. BancoPosta is required to invest postal current account deposits by private customers in euro zone government securities, whilst deposits by Public Sector entities are deposited with the Ministry of Finance and Economy. During 2011 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 investment model adopted by the Parent Company in 2010. The new maturity profile was developed based, among the other things, on a leading market operator’s statistical/econometric model that reflects the interest rates and maturities typical of postal current accounts. The model is also used as the basis for investment policies in order to limit exposure to rate and liquidity risks by foreseeing mismatches caused by the need to marry the exigencies of risk management with those of improving returns which are dependent on the ever changing yield curve. On the other hand, operations not covered by BancoPosta RFC, primarily regarding management of the Parent Company’s own liquidity, are carried out 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 management 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. Poste Italiane | Annual Report 2011 3. Financial review 35 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 unit-linked 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. In contrast, index- and unit-linked products, relating to so-called Branch III insurance products, regard policies where the premium paid is invested in structured financial instruments, Italian government securities, warrants and mutual investment funds. 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 financial risks associated with them are borne almost entirely by the customer. However, in the case of policies issued after the introduction of the regulations, the company assumes sole liability for solvency risk associated with the instruments in which premiums are invested. The company continuously monitors changes in the risk profile of individual products, focusing above all on the risk linked to the insolvency of issuers. The crisis of recent years has had profound effects on the performance of all the financial instruments on the market and, in the second half of 2011, on the value of Italian government securities, which account for a large part of the Group’s investments. Even though the Group has developed over time prudential policies in the customers’ best interests, entailing the selection of domestic and foreign issuers solely with investment grade ratings, the situation has prompted even closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for customers. Sovereign risk, in fact, became a major component of market risk during 2011, due to the importance of the impact of the spreads applicable to government securities on the fair value of euro zone government securities. The performance of spreads during the year resulted in a reduction in the fair value of these securities, only partially offset by a decline in riskfree interest rates during the same period. Further information on financial risk management is provided in the notes to the consolidated and separate financial statements for the year ended 31 December 2011 (note 3 in both documents). 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. Corporate Affairs also carries out ongoing analysis and assessment of acts of parliament and government policies and of legislation in general, keeping other functions within the Company promptly informed. This function also lobbies for changes to amendments to legislation or to laws in force. Report on Operations 36 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 staffrelated 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 objetives 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 A number of post offices experienced problems with their information systems in early June 2011, resulting in temporary disruption to services. Poste Italiane has taken steps to ensure that all post offices are once again fully operational and has announced its willingness, in agreement with consumers’ associations, to honour claims from customers who can provide documentary proof of any damages incurred. Certain trading relations are governed by specific agreements and contracts. 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. Poste Italiane | Annual Report 2011 3. Financial review 37 3.2 OPERATING RESULTS Following the establishment of BancoPosta RFC, certain components of the statement of financial position at 31 December 2011, a number of items in the income statement and the related notes have been reclassified with respect to previous statements. In order to provide a like-for-like basis for comparison with 2010, and in accordance with the requirements of paragraph 39 of IAS 1 – Presentation of Financial Statements, amounts in the statements of financial position at 31 December 2010 and 2009 and items in the statement of cash flows for 2010 have also been reclassified. 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 2011. INCOME STATEMENT (€m) Poste Italiane Group Increase/(Decrease) Poste Italiane SpA Year ended 31 Dec Year ended 31 Dec Increase/(Decrease) % Amount 2010 2011 2011 2010 Amount % (0.2) 0.2 (5.3) (16.2) (0.7) 1.2 (25) 21 (105) (35) (144) 30 10,134 9,505 1,982 216 21,837 2,598 10,109 9,526 1,877 181 21,693 2,628 9,572 n/a 281 169 10,022 1,983 (104) n/a (156) (3) (263) (40) (1.1) n/a (55.5) (1.8) (2.6) (2.0) (3.0) n/s (1.8) (0.5) 23.1 (10.1) (303) 507 (109) (3) (9) (28) 10,190 388 6,005 547 (39) 278 9,887 895 5,896 544 (48) 250 Revenues from sales and services 9,468 Earned premiums n/a Other income from financial and insurance activities 125 Other operating income 166 Total revenue 9,759 Cost of goods and services 1,943 Net change in technical provisions for insurance business and other claims expenses n/a Other expenses from financial and insurance activities 22 Staff costs 5,681 Depreciation, amortisation and impairments 475 Capitalised costs and expenses (8) Other operating costs 244 n/a 5 5,821 494 (9) 276 n/a 17 (140) (19) 1 (32) n/a n/s (2.4) (3.8) (11.1) (11.6) (12.2) (229) 1,870 1,641 1,402 1,452 (50) (3.4) (8.1) (10.6) (13) (19) 161 179 148 160 146 135 158 144 (12) (9) (7.6) (6.3) n/s 1 - 1 n/a n/a n/a n/a (12.4) (234) 1,888 1,654 1,391 1,438 (47) (3.3) (7.1) (16.9) (62) (172.0) 870 1,018 808 846 692 699 709 729 (17) (30.0) (2.4) (4.1) Operating Profit/(Loss) Finance costs Finance income Profit/(Loss) on investments accounted for using the equity method Profit/(Loss) before tax Income tax expense Profit for the year(*) 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. Report on Operations 38 OPERATING RESULTS OF THE POSTE ITALIANE GROUP Revenue by operating segment(*) Total revenue (€m) Postal Services Increase/(Decrease) 2010 2011 Amount % 5,065 4,810 (255) (5.0) Financial Services 4,946 5,003 57 1.2 Insurance Services 11,206 11,278 72 0.6 Other Services Total Poste Italiane Group (*) 620 602 (18) (2.9) 21,837 21,693 (144) (0.7) After consolidation adjustments and elimination of intercompany transactions. Group - Total revenue (€m) 22,000 -2.9% +16.8% 20,000 18,000 16,000 14,000 12,000 +19.5% +0.6% -0.4% +1.2% -3.1% -5.0% 10,000 8,000 6,000 4,000 2,000 0 2009 2010 2011 Postal Services Insurance Services Financial Services Other Services Revenues from sales and services (€m) 2010 Other income from financial and insurance activities Earned premiums 2011 % inc./(dec.) 2010 % 2011 inc./(dec.) 2010 Other operating income % 2011 inc./(dec.) 2010 2011 % inc./(dec.) 20.0 Postal Services 5,050 4,792 (5.1) - - - - - - 15 18 Financial Services 4,665 4,878 4.6 - - - 281 125 (55.5) - - - - - - 9,505 9,526 0.2 1,701 1,752 3.0 - - - Other Services 419 439 4.8 - - - - - - 201 163 (18.9) Total Poste Italiane Group 10,134 10,109 (0.2) 9,505 9,526 0.2 1,982 1,877 (5.3) 216 181 (16.2) Insurance Services Poste Italiane | Annual Report 2011 3. Financial review 39 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 Total external revenue Total revenue Increase/(Decrease) 2010 2011 Amount % 4,222 (267) (5.9) 323 26 8.8 232 (15) (6.1) 32 1 3.2 1 1 0 n/s 5,065 4,810 (255) (5.0) 4,505 16 4,240 18 4,489 438 141 441 118 297 411 164 400 168 247 44 13 46 14 31 42 41 37 36 n/s: not significant Very briefly, whilst in certain cases registering a deterioration with respect to 2010, the operating results are satisfactory given the unfavourable market conditions and changes in the regulatory framework. Indeed, despite the natural decline in revenues from postal services, the absence of publisher tariff subsidies and difficulties in the public finances that have had an impact on income and the collection of amounts receivable from the government, the Group recorded a sound performance. Moreover, the Group outperformed the market in a number of sectors in which it operates, with positive performances from financial services, the insurance services provided by the PosteVita group, which saw an improvement in its results, and the telecommunications services offered by Poste Mobile, which saw gross customer acquisitions increase more than 5% faster than the market. The Poste Italiane Group’s Total revenue for 2011, amounting to 21,693 million euros, is down 0.7% on the 21,837 million euros of 2010. This primarily reflects the natural decline in revenues from postal services and a reduction in government subsidies, partly offset by increased income from the financial services offered by BancoPosta and from insurance services. Total revenues from Postal Services are down from 5,065 million euros in 2010 to 4,810 million euros in 2011. As noted above, this reflects the impact of an ongoing decline in demand for mail services, progressive growth in digital communication and even tougher competition following the entry into effect of Legislative Decree 58/2011, which marks completion of the process of deregulating the European postal market. The results for this segment also reflect lower revenues in the form of electoral tariff subsidies and the absence of publisher tariff subsidies following changes in the related legislation, which abolished the subsidies from 1 April 2010, resulting in a reduction in the volume of mail sent by this category of customer. Financial Services contributed 5,003 million euros to total revenue (4,946 million euros in 2010), with good growth in revenues from sales and services (up 213 million euros on 2010) partially offset by a decline in other income from financial activities (down 156 million euros on 2010). As noted above, Insurance Services made a positive contribution to revenue, with revenues up from 11,206 million euros in 2010 to 11,278 million euros in 2011, despite the insurance market suffering the effects of the fallout from the current economic and financial crisis. This has led to a reversal of the growth trend seen over the previous two years, with 2011 registering a fall of approximately 25% in new business for both traditional Branch I insurance products and investment contracts. Against this backdrop, Poste Vita recorded a good performance, with 9,526 million euros in earned premiums (9,505 million euros in 2010) at consolidated level and net of outward reinsurance premiums. Report on Operations 40 Revenues from Other Services, which are generated by ordinary activities not directly related to the Postal, Financial and Insurance segments, regard, among other things: • 209 million euros (162 million euros in 2010) in revenues generated by PosteMobile SpA from mobile telecommunications services; • 73 million euros (43 million euros in 2010) in revenues from the air transport services provided by Mistral Air Srl; • 60 million euros (81 million euros in 2010) in revenues deriving from activities normally carried out by the Parent Company, linked, for example, to services provided by its Contact Centres or to the collection of applications for residence permits; • 46 million euros (54 million euros in 2010) in revenues from the sale of goods through the “Shop in Shop” channel. COST ANALYSIS Costs (€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 2010 2,598 10,190 388 6,005 547 (39) 278 2011 2,628 9,887 895 5,896 544 (48) 250 % inc./(dec.) 1.2 (3.0) n/s (1.8) (0.5) 23.1 (10.1) Tortal costs 19,967 20,052 0.4 n/s: not significant Costs and other charges of 20,052 million euros in 2011 are up 85 million euros on the figure for 2010 (19,967 million euros). The principal changes regard: • a reduction in technical provisions for the insurance business (down 303 million euros compared with 2010), reflecting, despite an increase in earned premiums during the year and in the related mathematical provisions, the negative performance of “Class D” investments, reflected in changes in the matching technical provisions; • a 507 million euro rise in other expenses from financial and insurance activities, primarily due to an increase in impairments following the fair value measurement of financial instruments attributable to the portfolio held by the subsidiary, Poste Vita, and mainly reflecting the impact of the worsening financial crisis on the market for Italian government securities; • the reduction of 109 million euros in staff costs described below. Staff costs (€m) Salaries, social security contributions and sundry expenses Redundancy payments Net provisions for disputes Provisions to the Solidarity Fund Total Income from fixed-term contract agreement Total Staff costs Increase/(Decrease) (*) 2010 5,806 157 49 59 6,071 (66) 6,005 2011 5,613 287 110 (59) 5,951 (55) 5,896 Amount (193) 130 61 (118) (120) 11 (109) % (3.3) 82.8 n/s n/s (2.0) (16.7) (1.8) n/s: not significant This includes the following items reported in note 33 to the consolidated financial statements: salaries and wages; social security contributions; staff termination benefits; temporary work; Directors’ fees and expenses; other costs (cost recoveries). (*) Poste Italiane | Annual Report 2011 3. Financial review 41 As noted above, staff costs are down 1.8% from 6,005 million euros in 2010 to 5,896 million euros in 2011. In detail, the ordinary component of staff costs, relating to salaries, wages and sundry expenses, is down 3.3% from 5,806 million euros in 2010 to 5,613 million euros in 2011. This is a result of close attention to the Group’s staffing needs, leading to a reduction in the average workforce during the year (approximately 3,400 fewer full-time equivalents on average in 2011, compared with 2010), and the release of provisions for charges connected to staff costs made in previous years and no longer necessary. Redundancy charges and the cost of income support provided to staff taking early retirement are up 130 million euros on the previous year. These charges are entirely attributable to the Parent Company and take account of recent reform of the legislation governing access to old age pensions. Net provisions for disputes, which essentially cover the liabilities to be incurred by the Parent Company in relation to the dispute over fixed-term contracts, are up from 49 million euros in 2010 (this figure was influenced by the release of provisions made in previous years and no longer necessary) to 110 million euros in 2011. The provisions take account of both the overall amount of claims payable (as a result of court rulings and union agreements) and the application of Law 183 of 4 November 2010 (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 of 59 million euros to the solidarity fund, made by the Parent Company in 2010 following a number of union agreements, were released in full to the income statement. This is due to the fact that the deadline for accessing the special income support, provided for in the regulations governing the Solidarity Fund, managed by INPS in accordance with Ministerial Decree 178 of 1 July 2005, expired in September 2011. Finally, staff costs also reflect income deriving from fixed-term contract agreements, amounting to 55 million euros (66 million euros in 2010). This income reflects staff signing up during the year to the agreement of July 2010 between the Parent Company and the labour unions, regarding the re-employment by court order of staff previously employed on fixed-term contracts. The above performance of revenues and costs has resulted in Operating profit of 1,641 million euros (1,870 million euros in 2010), as shown in the following table. Operating profit: operating segments(*) Increase/(Decrease) (€m) Postal Services Financial Services Insurance Services Other Services Eliminations(**) 2010 (153) 1,390 436 197 - 2011 (263) 1,420 367 116 1 Amount (110) 30 (69) (81) 1 % 71.9 2.2 (15.8) (41.1) n/s Total Poste Italiane Group 1,870 1,641 (229) (12.2) 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). After net finance income of 13 million euros (18 million euros in 2010), Profit before tax amounts to 1,654 million euros (1,888 million euros for 2010). Income tax expense is down from 870 million euros for 2010 to 808 million euros in 2011, representing a tax rate of 48.9% (46.1% in 2010). Profit for the year is 846 million euros (1,018 million euros for 2010). Report on Operations 42 OPERATING RESULTS OF POSTE ITALIANE SPA Revenues from sales and services (€m) 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 (*) Market revenues from Postal Services USO subsidies Tariff subsidies (**) Total Postal Services (**) Increase/(Decrease) 2010 3,855 161 4,016 4,962 105 9,083 364 125 9,572 2011 3,725 135 3,860 5,141 87 9,088 357 23 9,468 4,016 3,860 364 357 125 23 4,505 4,240 Amount (130) (26) (156) 179 (18) 5 (7) (102) (104) % (3.4) (16.3) (3.9) 3.6 (17.1) 0.1 (1.9) (81.6) (1.1) (265) (5.9) Subsidies for services provided at discounted rates under the relevant legislation. Poste Italiane SpA’s Revenues from sales and services amount to 9,468 million euros, down 1.1% on the previous year (9,572 million euros in 2010). Market revenues are up 0.1% from the 9,083 million euros of 2010 to 9,088 million euros in 2011. The natural decline in revenues from postal services (down 156 million euros compared with 2010) was offset by a good performance from BancoPosta services (up 179 million euros on 2010), thanks to an increase in interest rates received on the current account deposits that the Company must deposit with the Ministry of the Economy and Finance (the MEF) which, however, led to a reduced contribution from financial activities. Within the Postal Services segment, Mail and Philately saw a fall in volumes and revenues (down 130 million euros on 2010). This was primarily the result of a reduction in Unrecorded Mail and Direct Marketing volumes due, among other things, to a decline in electoral mailings and a reduction in mailings by major customers, partly reflecting the wellestablished presence of competing providers, who have benefitted from the further deregulation of the postal services market introduced by Legislative Decree 58/2011. BancoPosta’s market revenues are up 3.6% from the 4,962 million euros of 2010 to 5,141 million euros in 2011, reflecting growing returns on the investment of current account deposits. Universal Service Obligation (USO) subsidies of 357 million euros were calculated on the basis of the Contratto di Programma (Planning Agreement) for 2009-2011, signed by the Ministry for Economic Development and Poste Italiane in November 2010 and finally approved by Law 183 of 12 November 2011, the 2012 Legge di Stabilità (Economic Stability Law)11 . Tariff subsidies of 23 million euros (125 million euros in 2010) refer entirely to discounts granted to election candidates, whilst no publisher tariff subsidies were received following changes in the related legislation. Total revenue of 9,759 million euros (10,022 million euros in 2010) also includes 125 million euros in other income from financial activities attributable to BancoPosta RFC (281 million euros in 2010) and 166 million euros (169 million euros in 2010) in other operating income. 11. The planning agreement is effective, subject to notification to the European Commission of the payment of state aid to Poste Italiane in order to cover the costs of Universal Service provision. Poste Italiane | Annual Report 2011 3. Financial review 43 COST ANALYSIS Costs (€m) Cost of goods and services Other expenses from financial activities Staff costs Depreciation, amortisation and impairments Capitalised costs and expenses Other operating costs Total costs 2010 2011 % inc./(dec.) 1,983 1,943 (2.0) 5 22 n/s 5,821 5,681 (2.4) 494 475 (3.8) (9) (8) (11.1) 276 244 (11.6) 8,570 8,357 (2.5) n/s: not significant An analysis of costs and other charges shows a reduction of 2.5% from 8,570 million euros in 2010 to 8,357 million euros in 2011. This reflects a reduction in the cost of goods and services (down 40 million euros on 2010), 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 140 million euros on 2010), as described below. Other operating costs of 244 million euros (276 million euros in 2010) are down following the release of provisions for doubtful debts, reflecting the probable collection of items originally deemed unlikely to be recovered. Staff costs break down as follows. Staff costs (€m) Salaries, social security contributions and sundry expenses(*) Redundancy payments Increase/(Decrease) 2010 2011 Amount % 5,624 5,407 (217) (3.9) 157 287 130 82.8 Net provisions for disputes 47 101 54 n/s Provisions to the Solidarity Fund 59 (59) (118) n/s 5,887 5,736 (151) (2.6) (66) (55) 11 (16.7) 5,821 5,681 (140) (2.4) Total Income from fixed-term contract agreement Total Staff costs n/s: not significant (*) This includes the following items reported in note 29 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 3.9% from the 5,624 million euros of 2010 to 5,407 million euros in 2011, primarily due to a reduction in the average workforce during the year (over 3,700 fewer full-time equivalents, or FTEs, compared with 2010), the release of provisions for charges connected to staff costs made in previous years and no longer necessary, and the reduced use of fixed-term staff. In this regard, the Company recruited 8,944 people on fixed-term contracts in 2011 (10,979 in 2010), equal to 8,702 FTEs (10,176 FTEs in Report on Operations 44 2010), of which 8,751 correspond to 8,509 FTEs pursuant to art. 2, paragraph 1-bis of Legislative Decree 368/200112. The permanent workforce at 1 January 201113 amounted to 146,459 (147,753 at 1 January 2010), equal to 142,171 FTEs (144,902 FTEs at 1 January 2010). There was an increase in redundancy charges and the cost of income support provided to staff taking early retirement (287 million euros in 2011, compared with 157 million euros in 2010). As previously described in the analysis of the Group’s staff costs, net provisions for disputes total 101 million euros for 2011, compared with 47 million euros in 2010 (this figure was influenced by the release of provisions made in previous years and no longer necessary). The provisions, which largely regard the dispute over fixed-term contracts, take account of both the overall amount of claims payable (as a result of court rulings and union agreements) and the application of Law 183 of 4 November 2010 (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 of 59 million euros to the solidarity fund, made in 2010 following a number of union agreements, were released in full to the income statement. This is due to the fact that the deadline for accessing the special income support, provided for in the regulations governing the Solidarity Fund, managed by INPS in accordance with Ministerial Decree 178 of 1 July 2005, expired in September 2011. Finally, staff costs also reflect income deriving from fixed-term contract agreements, amounting to 55 million euros (66 million euros in 2010). This income reflects staff signing up during the year to the agreement of July 2010 between the Parent Company and the labour unions, regarding the re-employment by court order of staff previously employed on fixedterm contracts. After net finance income, Profit before tax from ordinary activities amounts to 1,391 million euros (1,438 million euros for 2010). Income tax expense is down from 709 million euros in 2010 to 692 million euros in 2011. The effective tax rate has risen from 49.30% for 2010 to 49.77% for 2011, primarily reflecting an increase in the IRAP rate for companies that operate under concession (4.20% in 2011, compared with 3.90% in 2010). The Company reports a profit for 2011 of 699 million euros (729 million euros for 2010). 12. 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 in the year in which the staff are recruited. 13. The workforce at 1 January of each year is identical to the workforce at 31 December of the previous year. Poste Italiane | Annual Report 2011 3. Financial review 45 3.3 FINANCIAL POSITION AND CASH FLOW Following the establishment of BancoPosta RFC, certain components of the statement of financial position at 31 December 2011, a number of items in the income statement and the related notes have been reclassified with respect to previous statements. It was necessary to adopt the reclassifications in both Poste Italiane SpA’s separate financial statements and in the consolidated financial statements. FINANCIAL POSITION AND CASH FLOW OF THE POSTE ITALIANE GROUP The Poste Italiane Group’s Net invested capital amounts to 4,046 million euros (3,326 million euros at 31 December 2010), 71% financed by Equity and 29% by net debt. (€m) Non-current assets Working capital Staff termination benefits and pension plans Note(*) [22] Net invested capital (*) 31 Dec 2010 3,654 995 (1,323) 31 Dec 2011 3,516 1,726 (1,196) Increase/(Decrease) (138) 731 127 3,326 4,046 720 31 Dec 2010 2,957 163 521 7 6 31 Dec 2011 2,789 149 558 10 10 Increase/(Decrease) (168) (14) 37 3 4 3,654 3,516 (138) Notes to the consolidated financial statements. Non-current assets break down as follows at 31 December 2011 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(*) [5] [6] [7] [8] [15] Notes to the consolidated financial statements. Compared with the situation at the end of 2010, Non-current assets are down 137.6 million euros as a result of reductions of 557.5 million euros and additions totalling 419.9 million euros. Reductions regard: • depreciation, amortisation and impairments, totalling 544.2 million euros, of which 370.1 million euros regards Property, plant and equipment, 166.9 million euros Intangible assets and 7.2 million euros depreciation and impairments of Investment property, after reversals of impairments; • sales of Investment property, totalling 7.7 million euros, of Property, plant and equipment, amounting to 4.3 million euros, and of Intangible assets, totalling 1.1 million euros; • sales of industrial properties owned by the Parent Company and accounted for in Non-current assets held for sale, amounting to 0.2 million euros; Additions regard: • investment in Property, plant and equipment, amounting to 210.2 million euros, primarily by the Parent Company and largely attributable to the purchase of new hardware for the Group’s post offices and headquarters premises and to the modernisation and upgrade of the post office network and other industrial sites; Report on Operations 46 • investment in Intangible assets, amounting to 204.8 million euros, regarding the development of software both within the Group for use in its IT platform, and by the Parent Company for use by BancoPosta; • Investments accounted for using the equity method, which has registered a net increase of 2.6 million euros, including: 2 million euros relating to the merger of CSAB Printing Srl with and into Docugest SpA; 500 thousand euros to a capital contribution from SDA Express Courier SpA to Kipoint SpA; 58 thousand euros to subscription of the capital increase carried out by Postel do Brasil Ltda, prior to the company’s liquidation14; • purchases of Investment property, amounting to 1.2 million euros; • adjustments of 0.9 million euros; • a change in the basis of consolidation, totalling 0.2 million euros. Working capital of breaks down as follows at 31 December 2011 and 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 31 Dec 2010 44 4,440 (3,326) 474 (1,327) 31 Dec 2011 47 4,567 (3,550) 1,455 (1,549) Increase/(Decrease) 3 127 (224) 981 (222) Trade receivables and Other non-current assets and liabilities [11] [12] [25] 690 756 66 Working capital 995 1,726 731 (*) Note(*) [10] [11] [12] [24] [25] [38] [21] Notes to the consolidated financial statements. Working capital of 1,726 million euros is up 731 million euros compared with the end of 2010. The increase is essentially due to the following: • an increase in the balance of Other non-current assets and liabilities, amounting to 127 million euros, reflecting the delay in collecting amounts due to the Parent Company from the Ministry of the Economy and Finance in the form of Universal Service subsidies. However, the balance takes account of the sum of 324 million euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account held by the Parent Company at the Italian Treasury and corresponding to Universal Service subsidies accruing in previous years. This sum cannot be released until the European Commission has ruled on the Contratto di Programma (Planning Agreement) for 2009-2011, and until the Ministry has replenished its cash holdings; • an increase in the net balance of Trade payables and other current liabilities, totalling 224 million euros, due, despite a reduction in current liabilities, to the amount accounted for in Advances received from the MEF, as described above; • an increase of 981 million euros in net Current and deferred tax assets, reflecting fair value losses on investments in securities attributable to BancoPosta RFC, as described below, and, to a lesser extent, on investments in securities attributable to Banca del Mezzogiorno – MedioCredito Centrale SpA and BancoPosta Fondi SGR, in addition to the future deductibility of certain provisions for liabilities; • an increase in Provisions for liabilities and charges, totalling 222 million euros, representing the balance of new provisions/changes in the basis of consolidation, totalling 690 million euros, and uses/releases/finance costs of 468 million euros, primarily relating to liabilities linked to staff costs and disputes with personnel. At 31 December 2011 Equity amounts to 2,848.2 million euros (4,383 million euros at 31 December 2010) and breaks down as follows: • Share capital 1,306.1 million euros • Reserves (1.096.5) million euros • Retained earnings 2,638.6 million euros. 14. On 11 April 2011 the capital increase of 1.2 million euros was subscribed to via the conversion of all the receivables due to Postel SpA from the Brazilian subsidiary and written off in previous years and via a cash payment of 58 thousand euros. The value of the investment was written down by 58 thousand euros at the same time. Poste Italiane | Annual Report 2011 3. Financial review 47 Compared with 31 December 2010, Equity has decreased by 1,534,8 million euros due to the following changes. Reductions: • changes in the fair value reserves, amounting to 1,928.7 million euros net of tax, reflecting movements in the value of investments in securities attributable to BancoPosta RFC, as described in the paragraph dealing with changes in the Parent Company’s Equity, and to a lesser extent, investments in securities attributable to Banca del Mezzogiorno – MedioCredito Centrale SpA and BancoPosta Fondi SGR; • the payment of dividends to the shareholder, totalling 350 million euros; • changes in the cash flow hedge reserves, amounting to 148.3 million euros net of tax. Additions: • profit for the year of 846.4 million euros; • the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 45.8 million euros net of tax. Net debt/(funds) at 31 December 2011 is summarised below: (€m) Financial liabilities - Postal current account deposits - Financial assets at fair value - Bonds - Loans from Cassa Depositi e Prestiti - Bank borrowings - Other borrowings - Derivative financial instruments - Other(**) Technical provisions for insurance business Financial assets - Loans and receivables - Held-to-maturity financial assets - Available-for-sale financial assets - Financial instruments at fair value through profit or loss - Derivative financial instruments Technical provisions for claims attributable to reinsurers Net liabilities/(assets) Cash and deposits attributable to BancoPosta Cash and cash equivalents Net debt/(funds) (*) (**) Note (*) 31 Dec 2010 31 Dec 2011 Increase/(Decrease) [23] 42,481 36,985 722 770 513 1,339 60 90 2,002 41,739 (81,825) (8,071) (14,768) (47,571) (11,198) (217) (8) 2,387 (2,351) (1,093) (1,057) 45,152 37,145 59 1,366 533 2,904 39 643 2,463 44,260 (83,733) (9,343) (14,364) (50,152) (9,642) (232) (18) 5,661 (2,560) (1,903) 1,198 2,671 160 (663) 596 20 1,565 (21) 553 461 2,521 (1,908) (1,272) 404 (2,581) 1,556 (15) (10) 3,274 (209) (810) 2,255 [20] [9] [12] [13] [14] Notes to the consolidated financial statements. Includes financial liabilities payable to subsidiaries and other financial liabilities. Report on Operations 48 Cash and cash equivalents includes the sum of 324 million euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account as an advance on Universal Service subsidies and a total of 17.8 million euros that cannot be drawn on due to court rulings regarding various disputes. The change from net funds to net debt in 2011 reflects the impact of the downgrade of Italy’s credit rating on the price of availablefor-sale investments attributable to BancoPosta RFC. Liquidity at 31 December 2011 amounts to 1,903 million euros (1,093 million euros at the end of 2010). (€m) 2010 2011 Cash and cash equivalents at beginning of year 2,039 1,093 Cash flow from/(for) operating activities (397) 958 Cash flow from/(for) investing activities (680) 79 Cash flow from/(for) financing activities 631 123 Cash flow from/(for) shareholder transactions (500) (350) Net change in cash (946) 810 Cash and cash equivalents at end of year 1,093 1,903 - (324) Amounts that cannot be drawn on due to court rulings Escrow account held at the Italian Treasury (27) (18) Current account overdrafts (12) (15) 1,054 1,546 Unrestricted net cash and cash equivalents at end of year FINANCIAL POSITION AND CASH FLOW OF POSTE ITALIANE SPA Poste Italiane SpA’s Net invested capital amounts to 4,741 million euros (3,616 million euros at 31 December 2010), which is 42% financed by Equity and 58% by net debt. (€m) Non-current assets Working capital Staff termination benefits Net invested capital (*) Notes to the separate financial statements. Poste Italiane | Annual Report 2011 Note(*) [19] 31 Dec 2010 4,276 638 (1,298) 31 Dec 2011 4,567 1,337 (1,163) Increase/(Decrease) 291 699 135 3,616 4,741 1,125 3. Financial review 49 Non-current assets break down as follows at 31 December 2011 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] 31 Dec 2010 2,806 92 358 1,017 3 31 Dec 2011 2,621 80 371 1,488 7 Increase/(Decrease) (185) (12) 13 471 4 4,276 4,567 291 Notes to the separate financial statements. Compared with the situation at the end of 2010, Non-current assets report a net increase of 290.8 million euros, following additions of 821.5 million euros and reductions of 530.7 million euros. Additions regard: • the acquisition of Investments, totalling 478 million euros, including: 305 million euros relating to subscription of the capital increase carried out by Poste Vita SpA; 140 million euros to the acquisition of the entire share capital of Unicredit MedioCredito Centrale SpA15; 30 million euros to subscription of the capital increase carried out by the subsidiary, PosteMobile SpA, via the contribution of Poste Italiane SpA’s Telecommunications unit on 31 March 2011; 3 million euros to the contribution paid to Mistral Air Srl to cover losses incurred in the six months ended 30 June 2011; • investment in Property, plant and equipment, amounting to 189.1 million euros, Intangible assets, totalling 154.2 million euros, and Investment property, amounting to 0.2 million euros, with 57% regarding information technology and telecommunications networks, 12.5% postal logistics and 30.5% the modernisation and upgrade of properties. Reduction regard: • depreciation, amortisation and impairments of 475.6 million euros, which includes 334.4 million euros relating to depreciation of Property, plant and equipment, 136.9 million euros to amortisation of Intangible assets and 4.3 million euros regarding di depreciation of Investment property, after reversals of impairments; • sales of Property, plant and equipment, totalling 35.2 million euros, mainly linked to the contribution of the Telecommunications unit to the subsidiary, PosteMobile, consisting of network infrastructure and technology, for the most part already in use and in some cases not yet used in operations; • sales of Investment property, totalling 7.7 million euros; • adjustments of 7.2 million euros reflecting recognition of an impairment loss on the investment in Postel SpA based on the outcome of an impairment test and available information regarding the company’s outlook; • sales of Intangible assets, totalling 4,6 million euros, primarily linked to Poste Italiane’s contribution of its Telecommunications unit to PosteMobile. These assets consisted for the most part of software applications already in use and in some cases not yet used in operations; • sales of Non-current assets held for sale, totalling 0.2 million euros; • reductions in Investments of 0.2 million euros, following the sale16 to Postel, on 29 March 2011, of Poste Italiane’s 70% interest in Poste Link Scrl. 15. On 21 November the bank changed its name to “Banca del Mezzogiorno – MedioCredito Centrale SpA” (in abbreviated form: “BdM - MCC SpA”). 16. On 29 March 2011 Postel SpA acquired, becoming the sole shareholder, the equity interests in Poste Link Scrl formerly held by Poste Italiane (70%) and Postecom (15%,). The transaction was effective for legal purposes from 30 June 2011, whilst the tax and accounting effects have been backdated to 1 January 2011. Report on Operations 50 Working capital breaks down as follows at 31 December 2011 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 Trade receivables and Other non-current assets and liabilities Working capital (*) Note(*) [10] [11] [22] [23] [33] [18] [10] [11] [23] 31 Dec 2010 4,045 (2,993) 536 (1,262) 312 31 Dec 2011 4,171 (3,087) 1,476 (1,493) 270 Increase/(Decrease) 126 (94) 940 (231) (42) 638 1,337 699 Notes to the separate financial statements. Working capital amounts to 1,337 million euros, representing an increase of 699 million euros compared with the end of 2010. The rise is essentially due to the following: • an increase in the balance of Other non-current assets and liabilities, amounting to 126 million euros, reflecting the delay in collecting amounts due from the Ministry of the Economy and Finance in the form of Universal Service subsidies; • an increase of 940 million euros in net Current and deferred tax assets, reflecting fair value losses on investments in securities attributable to BancoPosta RFC, as described below in the paragraph on changes in Equity, and the future deductibility of certain provisions for liabilities; • an increase in Provisions for liabilities and charges, totalling 231 million euros, representing the balance of new provisions, totalling 667 million euros, and uses/releases/finance costs of 436 million euros, primarily relating to liabilities linked to staff costs and disputes with personnel. At 31 December 2011 Equity amounts to 2,001.8 million euros and breaks down as follows: • Share capital 1,306.1 million euros • Reserves (1,010.6) million euros • Retained earnings 1,706.3 million euros. Compared with 31 December 2010 Equity is down 1,611.4 million euros as a result of the following changes. Reductions: • changes in the fair value reserves, amounting to 1,856.7 million euros net of tax; at 31 December 2011 the fair value reserve attributable to BancoPosta RFC, which primarily takes account of movements in the prices of securities classified as available-for–sale, reflected losses of approximately 2 billion euros. The downgrade of Italy’s credit rating in 2011 had a negative impact on the price of Italian government securities, generating substantial fair value losses on those classified as available-for-sale (AFS), which were recognised in the fair value reserve in Equity, net of tax. As a result, in the second half of 2011 this reserve came to represent a particularly significant percentage of Poste Italiane SpA’s Equity and, with regard to BancoPosta RFC, at 31 December 2011 the negative balance of the fair value reserve has exceeded the reserve of 1 billion euros initially attributed by Poste Italiane SpA. Despite this, postal current account deposits have remained stable and BancoPosta’s Equity continues to be sufficient to back the available-for-sale securities through to maturity, with steps taken and instruments created to cope with unexpected movements in deposits, without having to sell large volumes of securities at a loss. Indeed, in early 2012, following a decline in the spread on Italian government debt, the negative balance of the fair value reserve attributable to BancoPosta RFC fell from 1,991 million euros to 835 million euros at 31 March 2012; • the payment of dividends to the shareholder, totalling 350 million euros; • changes in the cash flow hedge reserves, amounting to 148.4 million euros net of tax. Poste Italiane | Annual Report 2011 3. Financial review 51 Additions: • profit for the year of 698.5 million euros; • the balance of actuarial gains and losses on provisions for staff termination benefits, totalling 45.2 million euros net of tax. Net debt at 31 December 2011 is summarised below: (€m) Financial liabilities attributable to BancoPosta - Current account deposits - Borrowings - Derivative financial instruments - Other Financial liabilities - Bonds - Amount payable to Cassa Depositi e Prestiti - Bank borrowings - Other borrowings - Derivative financial instruments - Other**) Financial assets attributable to BancoPosta - Receivables - Held-to-maturity financial assets - Available-for-sale financial assets - Derivative financial instruments Financial assets - Loans and receivables - Available-for-sale financial assets - Derivative financial instruments Net liabilities/(assets) Cash and deposits attributable to BancoPosta Cash and cash equivalents Net debt/(funds) Note(*) 31 Dec 2010 31 Dec 2011 Increase/(Decrease) [20] 39,703 37,240 389 90 1,984 2,495 770 513 938 39 235 (36,849) (7,431) (14,768) (14,562) (88) (2,087) (1,492) (572) (23) 3,262 (2,351) (908) 3 42,252 37,252 1,989 624 2,387 2,734 770 533 934 20 9 468 (36,669) (8,754) (14,364) (13,465) (86) (1,809) (1,277) (532) 6,508 (2,560) (1,209) 2,739 2,549 12 1,600 534 403 239 n/s 20 (4) (19) 9 233 180 (1,323) 404 1,097 2 278 215 40 23 3,246 (209) (301) 2,736 [21] [8] [9] [12] [13] n/s: not significant (*) Notes to the separate financial statements. (**) Includes financial liabilities payable to subsidiaries and other financial liabilities. Cash and cash equivalents include the sum of 324 million euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account as an advance on Universal Service subsidies and a total of 17.8 million euros that cannot be drawn on due to court rulings regarding various disputes. The increase in net debt in 2011 reflects the impact of the downgrade of Italy’s credit rating on the price of available-forsale investments attributable to BancoPosta RFC. Report on Operations 52 LIQUIDITY (€m) 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 2010 1,599 312 (1,047) 544 (500) 2011 908 939 (649) 361 (350) (691) 301 Cash and cash equivalents at end of year 908 1,209 Escrow account held at the Italian Treasury Amounts that cannot be drawn on due to court rulings (27) (324) (18) Unrestricted net cash and cash equivalents at end of year 881 867 Net change in cash NEW OPERATING SEGMENTS In line with previous reports and the description in the section “Areas of business”, the identified operating segments in the Annual Report 2011 are: Postal Services, Financial Services (which, from 2011, also includes the operations of Banca del Mezzogiorno-MedioCredito Centrale SpA), Insurance Services and Other Services. 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. Following the establishment of BancoPosta RFC, the methods of measuring and presenting segment information for 2011 have been revised. The new identified operating segments are: Postal and Business Services, Financial Services and Insurance Services, as shown below. These segments provide the basis for the new segment information to be presented from the financial statements for 2012. OPERATING SEGMENTS FOR 2011 Postal Services Financial Services Insurance Services Other Services Poste Italiane SpA Postel Group SDA Express Courier SpA Mistral Air Srl Consorzio Logistica Pacchi ScpA Italia Logistica Srl Poste Italiane/BANCOPOSTA Poste Tutela SpA Banca del Mezzogiorno - MCC SpA Poste Italiane SpA Poste Vita SpA Poste Assicura SpA Poste Italiane SpA BancoPosta Fondi SpA SGR Europa Gestioni Immobiliari SpA Postecom SpA PosteShop SpA Poste Energia SpA Poste Mobile SpA Consorzio per i servizi di telefonia Mobile ScpA Poste Italiane | Annual Report 2011 3. Financial review 53 OPERATING SEGMENTS FOR 2012 Postal and Business Services Financial Services Insurance Services Other Services Poste Italiane SpA Postel Group SDA Express Courier SpA Mistral Air Srl Consorzio Logistica Pacchi ScpA Italia Logistica Srl Postecom SpA Poste Tutela SpA PosteShop SpA Europa Gestioni Immobiliari SpA Poste Energia SpA BancoPosta RFC Banca del Mezzogiorno - MCC SpA BancoPosta Fondi SpA SGR Poste Vita SpA Poste Assicura SpA Poste Mobile SpA Consorzio per i servizi di telefonia Mobile ScpA Solely for the sake of completeness, the following table shows additional information on operating segments, taking account of the legal and organisational changes that have occurred. 2011 (€m) Postal and Business Services Financial Services Insurance Services Other Services Unallocated items Adjustments and eliminations Total External revenue Intersegment revenue Total revenue 5,161 4,412 9,573 5,033 277 5,310 11,278 0 11,278 221 68 289 - (4,757) (4,757) 21,693 0 21,693 Depreciation, amortisation and impairments Non-cash expenses Total non-cash expenses (521) (173) (694) (0) (23) (23) (1) (5,337) (5,338) (22) (3) (25) - - (544) (5,536) (6,080) 834 580 199 26 - 2(*) 1,641 - - - - 14 (2)(*) 12 1 - - - (808) - 1 (808) Operating profit/(loss) Finance income/(costs) Profit/(loss) on investments accounted for using the equity method Income tax expense Profit/(Loss) for the year (*) Elimination of cost incurred by Poste Italiane SpA for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Report on Operations 846 54 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. Pursuant to Legislative Decree 58/2011, Poste Italiane SpA is to provide Universal Postal Services for fifteen years from 30 April 2011. Over the years the Group has expanded and enlarged its business, with the aim of offering increasingly innovative solutions to its customers (the general public, businesses and the Public Sector in the form of central and local government), and taking advantage of its distribution channels, as well as the multiple and complementary capabilities of its organisational structure. It also offers 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, including Mail, Express Delivery and Parcels, and Philately activities carried out by Poste Italiane SpA and certain subsidiaries (SDA Express Courier, the Postel Group, Mistral Air Srl, Consorzio Logistica Pacchi ScpA and Italia Logistica Srl). • Financial Services, comprising the activities of BancoPosta and the subsidiary, Poste Tutela SpA, and, from 2011, the activities of Banca del Mezzogiorno-MedioCredito Centrale 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, PosteMobile SpA, Poste Energia SpA and the Consorzio per i Servizi di telefonia Mobile ScpA), are allocated to the Other Services segment. • In addition, in 2010 Poste Italiane was one of the founders and promoters of the Global Cyber Security Center Foundation, a non-profit organisation set up to promote, research into and develop cyber security and communication projects and initiatives. Poste Italiane | Annual Report 2011 4. Areas of business 55 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 customers outside the Group. 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 Contratto di Programma (Planning Agreement) for 2009-2011, signed by the Ministry for Economic Development and Poste Italiane in November 2010, was finally approved by Law 183 of 12 November 2011, the 2012 Legge di Stabilità (2012 Economic Stability Law). The agreement is thus fully effective, subject to notification to the European Commission of the payment of state aid to Poste Italiane in order to cover the costs of Universal Service provision. The new Contratto di Programma (Planning Agreement) allows for greater flexibility than its predecessor combined with the objective, set by the Ministry, to control the costs of the universal service. The main provisions include completion of the reorganisation of postal services on the basis of deliveries five days a week, as set out in the union agreement of 27 July 2010. The Philately business is also regulated by the Contratto di Programma (Planning Agreement), 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 Ministry for Economic Development appoints the Philately Advisory Committee and the Philately Commission: the first, chaired by the Minister concerned, advises on guidelines for Italy’s philatelic policies and the annual programme of issues, the second examines and selects images and designs for stamps. During the year legislation governing the sector was affected by the issue of Legislative Decree 58 of 31 March 2011 relating to "Implementation of Directive 2008/6/EC 17, which amends Directive 97/67/EC, with regard to the full accomplishment of the internal market of Community postal services”, in force since 30 April 2011. The changes introduced by the Decree include elimination of the area reserved for providers of Universal Postal Services, in order to achieve the full deregulation of the postal market required by Directive 2008/6/EC. As well as redefining the scope of the Universal Service, including the collection, transport and distribution (delivery) of mail up to 2 kg and parcels of up to 20 kg, as well services relating to registered and insured mail, with the exclusion of direct mail for advertising purposes, as of 1 June 2012, the Decree redefines its characteristics18. Legislative Decree 58/2011 has renewed Poste Italiane's concession regarding provision of the Universal Service for another fifteen years, including five-yearly checks on the efficiency of service provision. 17. Deregulation of the European postal market, launched in 1997, has been the subject of three directives issued by the European Parliament and the Council: Directive 97/67/EC, implemented by Legislative Decree 261 of 22 July 1999; Directive 2002/39/EC, implemented by Legislative Decree 384 of 23 December 2003; and lastly Directive 2008/6/EC, implemented by Legislative Decree 58 of 31 March 2011. 18. Art. 3, paragraph 5, specifically provided for: - defined quality standards for each service with reference to EU legislation; - provision of services on a continuous basis throughout the year; - connection with all access points nationwide to be identified, in accordance with reasonable criteria, by the regulator; - accessible prices, geared to costs, in accordance with cost efficient management of provision; - delivery on at least five days a week, except for the possibility of delivering on alternate days, subject to authorisation by the regulator, in the event of particular infrastructural or geographical conditions in areas with a population density of no less than 200 inhabitants per km, and in any case up to a maximum of one eighth of the national population. Report on Operations 56 The Decree has also provided for the transfer of responsibility for regulation and supervision of the postal sector from the Ministry for Economic Development to a newly established national Agency (the Agenzia nazionale di regolamentazione del settore postale). However, Law Decree 201 of 6 December 2011, converted into Law 214 of 22 December 2011, has abolished the Agency, handing responsibility for regulation and supervision of the postal sector to the existing Autorità per le Garanzie nelle Comunicazioni or AGCOM (Italy’s communications industry regulator). As the Agency never began operating and the Postal Services division of AGCOM only became fully operational from 25 January 2012, the Ministry for Economic Development continued to regulate and supervise the postal sector throughout 2011. The Decree also amended the criteria for calculating the net cost of the Universal Service which, as of 2011, will be calculated “as the difference between the net operating costs of a designated service provider subject to universal service obligations and net operating costs without such obligations. The calculation will take account of all relevant elements, including the intangible and commercial advantages that postal service providers designated to provide the universal service benefit from, the right to make reasonable profits, and incentives for greater economic efficiency”, and also established that the charge for Universal Service provision will be financed by transfers from state funds, as specified in the Contratto di programma (Planning Agreement) between the Ministry for Economic Development and the Universal Service provider, as well as via a compensation fund to which companies authorised to operate postal services will contribute. Finally, in accordance with the same Directive 2008/6/EC, the Decree maintains the exclusive rights granted to the Universal Service provider to offer services relating to legal process and the notification of violations of the Highway Code. Regarding postal services for publishers, the Decree of 23 December 2010, “Reduced-rate postal tariffs for non-profit associations and organisations”, issued by the Ministry for Economic Development in conjunction with the Ministry of the Economy and Finance, was published in the Official Gazette on 21 February 2011. This Decree introduces new reduced-rate tariffs for the non-profit sector for 2010 pursuant to limits on the allocation of funds provided for by art. 2, paragraph 2-11, of Legislative Decree no. 40/201019. Later in the year, Law Decree 216 of 29 December 2011 introduced further legislation governing this area of activity. Art. 21 – Postponement of postal sector regulations - establishes that, from the date of entry into force of the Decree until 31 December 2013, postal service providers are authorised to apply specific tariffs for the mailing of publications by certain non-profit associations and organisations entered in the Register of Communications Operators. The same article 21 also excludes certain clearly identified products from the postponement, and establishes, with reference to reduced-rate tariffs, that Law Decree 353 of 24 December 2003 (converted, with amendments, into Law 4 of 27 February 2004) is not applicable. Art 3, paragraph 1 of this law also requires the Cabinet Office’s Information and Publishing department to reimburse Poste Italiane for the total amount of the reductions applied. The regulatory environment for international postal services in 2011 was marked by negotiation of the REIMS V agreement by Europe's leading postal operators. The agreement has established new terminal rates for international mail from 2012. With the aim of improving the quality of the tracking service and delivery times for Standard Parcels included in the Universal Postal Service, on 20 May 2011 the Minister for Economic Development, as the Regulator of the postal sector, approved a decree raising the price of Standard Parcels weighing between 0 and 20 kg, for delivery within Italy, to 9.10 euros and setting a new target for delivery times (94.00% in J+3). This change brings Poste Italiane’s Universal Service offering into line with market practices. 19. This Decree, which was converted into Law 73 of 22 May 2010, allocated a sum of 30 million euros for 2010 in subsidies for the non-profit sector. Poste Italiane | Annual Report 2011 4. Areas of business 57 PROCEEDINGS PENDING AND RELATIONS WITH THE AUTHORITIES During the year Constitutional Court sentence 46 of 11 February 2011 declared that “article 6 of Presidential Decree 156 of 29 March 1973 (Approval of the consolidated law regarding postal, postal banking and telecommunications services) is unconstitutional, to the extent that the grantor and operators of public telegraphic services are deemed to have no responsibility for the late delivery of mail dispatched by Postacelere express mail”. The dispute arose from a claim for damages following the delayed delivery of a package (containing documents) sent by Postacelere express mail. In addition to the refund of delivery charges, the company that sent the parcel claimed compensation from Poste Italiane for the fact that it was thus unable to participate in a tender process. The above Constitutional Court sentence has clarified the fact that, in the event of the late delivery of a Postacelere express mail item, Poste Italiane's liability is not limited merely to the refund of the related delivery charges. The Company continued to engage with the Antitrust Authority in relation to procedure A/413 concerning alleged abuse of a dominant market position in connection with certain commercial practices of Poste Italiane relating to the Posta Time product and participation in certain tenders. Having rejected the commitments given by the Company, the Authority completed its investigation by imposing a fine of 39 million euros on Poste Italiane. The Company appealed the decision before Lazio Regional Administrative Court which, on 11 January 2012, rejected the application for interim relief and fixed a date for the hearing on the merits. On 4 April 2012, Lazio Regional Administrative Court upheld the appeal brought by Poste Italiane SpA, subject to certain limitations, and cancelled the Authority’s fine. Whilst fully convinced that its conduct is in compliance with the law and correct, the Company, whilst waiting for the judgement to become final, has prudently taken account of the above situation in determining provisions for disputes with third parties at 31 December 2011. The Antitrust Authority launched procedure PS/3341 on 30 April 2010, regarding 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 completion of the investigation on 29 December 2010 and fined Poste Italiane 200 thousand euros. Use of the advertising material was also prohibited. The Company, which paid the fine in February 2011, has appealed the ruling before Lazio Regional Administrative Court. On 9 March 2011 the Antitrust Authority launched investigation A/438 regarding an alleged abuse of a dominant position relating to commercial practices adopted by Poste Italiane with reference to the bulk mail service. Specifically, this investigation aims to ascertain whether, through its behaviour, the Company hindered the market entry of a company called Selecta, to the advantage of its subsidiary, Postel. In June and July 2011 Poste Italiane submitted its commitments pursuant to art. 14-ter of Law 287/90. The commitments were held to be sufficient to remove the anti-competitive practices that gave rise to the investigation. As a result, on 26 March 2012 the Authority closed its investigation without imposing a fine and effectively rendered Poste Italiane’s commitments compulsory. On 24 March 2011 the Antitrust Authority launched procedure PS/6858 regarding alleged unfair commercial practices pursuant to Legislative Decree 206/2005 (the Consumer Code) regarding the unavailability of forms relating to standard Registered Mail and Parcel products at post offices. On completion of its investigation, the Authority imposed a fine of 540 thousand euros on Poste Italiane. The Company is preparing to appeal the ruling before Lazio Regional Administrative Court. Finally, on 14 March 2012 the Antitrust Authority launched an investigation of Poste Italiane (A/441) to establish if the Company has abused its dominant position in the deregulated postal services market. The procedure aims to determine whether or not Poste Italiane’s conduct represents an abuse of its dominant position in violation of article 102 of the European Treaty, which would be the case if it is confirmed that the Company does not charge VAT on deregulated services. The procedure is due to be completed by 4 February 2013. Report on Operations 58 4.1.1 COMMERCIAL OFFERING Mail The reorganisation of logistics and operations set out in the union agreement of 27 July 2010 has led to a new stage in the Company’s development, which aims to strengthen its strategic position in the postal sector and boost customer satisfaction by offering new, tailor-made services. In this regard, in July 2011 the Company launched “Posteitaliane per Te”, a new door-to-door service available in provincial capitals and municipalities with more than 30,000 inhabitants. The service offers customers the chance to use certain of the Group’s mail products and services from the comfort of their own home or place of work, by contacting one of 817 “Posteitaliane per Te” staff located around the country. The staff member’s visit can be scheduled for the afternoon from Monday to Friday up to 8.00pm and for Saturday morning from 8.00am to 2.00pm by calling freephone 803.160, going to the special page of the website at www.poste.it. or, alternatively, by asking your postman or woman to be contacted by a member of staff. The main services offered are: payment of pre-printed bills (primarily for utilities) using Postamat and Postepay cards; the sale of pre-franked mail and parcels; purchase of the “Pick-up light” service; the purchase and activation of tailor-made “Seguimi” delivery services; the delivery on request of registered and insured mail using the “Chiamami” service; catalogue sales of Poste Shop products; and the delivery of urgent telegrams and Raccomandate1 registered mail. A new range of pre-franked (envelopes and packing) and pre-packaged postal services, ready to be mailed, was piloted in readiness for inclusion in the “Postafree” offering. Thanks to the use of standardised packaging and a flat rate based on the size of the package, the customer can easily send documents, goods and other objects from the comfort of their own home, tracking the package’s progress and delivery. In order to meet the needs of business customers (large companies and SMEs) and central and local government, the electronic document offering has been extended. The new offering involves installation, at the customer’s premises, of an IT platform that enables the customer to publish documents on their website or, in the case of government entities, on their notice board. Reverse logistics services were also developed during the period. This offering is designed to meet the needs of certain businesses wishing to provide their final customers with a value added service, which uses the post office network as a channel for delivering goods returned for maintenance or replacement and for collection of the repaired or replaced item. Large customers will benefit from advanced methods of delivery, electronic document storage and reporting, tracking services and the documentation of shipments. Finally, the ”Minibox” offering has been developed for international logistics services. This is a new range of services specially designed to enable SMEs to send small objects overseas. The new range offers fast, low-cost untracked services and a tracked service with the option of cash on delivery payments. Online services The “PosteMailBox” service offering for consumer customers was launched in the MyPoste20 section of the website at the end of 2011. The service enables customers to gain integrated access to all the Poste Italiane Group’s online services and includes the receipt and sending of various types of electronic communication (certified electronic mail, hybrid mail, messages for large companies), remote electronic document storage and digital signatures. The offering will be extended to businesses in 2012, with an expanded range of functions, such as the storage and conservation of electronic documents in accordance with the law. Philately The philately programme for the year featured issues commemorating the 150th anniversary of the Unification of Italy in 2011. The most important issues primarily celebrated the Italian flag, a symbol of national unity, the Proclamation of the Kingdom of Italy, the philatelic show dedicated to the “magnificent” two-year period 1859-1861, the various protagonists involved in the unification (Camillo Benso, Count of Cavour, Carlo Cattaneo, Giuseppe Garibaldi, Vincenzo Gioberti, Giuseppe Mazzini, Carlo Pisacane and Vittorio Emanuele II), the Italian Navy, with a collection of four stamps on a single sheet, and 20. MyPoste is the new service for customers registered with the website www.poste.it, which will replace the old electronic mail account, Postemail, which will remain in service until 31 March 2012. Poste Italiane | Annual Report 2011 4. Areas of business 59 the different battles that took place (the battles of Pastrengo in 1848, Solferino in 1859, Volturno in 1860 and Bezzecca in 1866). Another important issue was the stamp commemorating the Venerable Servant of God John Paul II to mark his Beatification ceremony in San Peter’s Square on 1 May 2011. Italian art and culture were celebrated in stamps featuring Roma Capitale, World Theatre Day, Trajan’s Arch in Benevento, the Benedictine Abbey of the Santissima Trinità di Cava dei Tirreni and a stamp celebrating Villa Adriana in Tivoli. The “Made in Italy” series included: the stamp featuring industrial design on the occasion of the Premio Compasso d’Oro (a prize awarded by the Industrial Design Association), the stamp marking 175 years since the foundation of the Marzotto textile group and one dedicated to Fratelli Carli one hundred years on from its foundation. The issue marking the 50th anniversary of the foundation of Amnesty International was of particular social significance, as was the issue marking the first ten years of the Agenzie Fiscali (the Italian Revenue Agency) and the stamp marking the 180th anniversary of the foundation of the Council of State. A major publishing initiative was the publication, in partnership with Bolaffi, of the first instalment of a series marking the 150th anniversary of the Unification of Italy. This publication, which is available from all post offices, provides a history of the country from unification to the present day. 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 innovative 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 both Poste Italiane SpA's network of 14,000 post offices and by external parties). The corporate transactions described below affected the Postel Group during the year. 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%). On 29 March 2011 Postel SpA acquired the stakes held by Poste Italiane and PosteCom SpA (70% and 15%, respectively) in Poste Link Scrl, thus becoming the sole shareholder. On 6 April 2011 the general meetings of the two companies’ shareholders approved the merger of Poste Link scrl with and into Postel SpA and the merger deed was executed on 24 June 2011. The transaction was effective for legal purposes from 30 June 2011, whilst the tax and accounting effects were backdated to 1 January 2011. The liquidation of Postel do Brasil Ltda (99.98% owned by Postel SpA and 0.02% by Address Software Srl), a Brazilian company established to bid, through ConsÓrcio BRPOSTAL, for a contract to develop hybrid mail services in Brazil21, also proceeded. 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. For the purposes of the liquidation, it was necessary to convert loans provided over time by Postel SPA to Postel do Brasil into equity. A deed was signed on 29 September 2011 approving Postel do Brasil’s final accounts, winding up the company and appointing a liquidator. During 2011 Postel, as part of a temporary consortium, was awarded a contract by the Istituto Nazionale di Statistica or ISTAT (the Italian Office for National Statistics) to supply printing, enveloping, optical data storage and traditional data recording services for the 15th Census of the Italian population and housing. With regard to e-commerce initiatives, Postel’s new PostelOffice portal, offering SMEs and professionals the chance to buy personalised printing services and office products, was activated. The service allows users to manage all their company’s postal communications and printing processes and the personalisation and mailing of all forms of paper document (business cards, headed paper, advertising postcards and mailings), thus streamlining existing procedures. 21. The Postel Group was the ConsÓrcio BRPOSTAL's technology partner for the operation of hybrid mail services and the supply of the relevant software platform. Report on Operations 60 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. 2010 Target Actual Target Actual 1 day 89.0% 92.0% 89.0% 94.7% 85.0% 85.0% 92.5% 93.5% 90.9% 89.8% 95.1% 98.5% 85.0% 85.0% 92.5% 94.0% 92.9% 91.3% 93.8% 98.9% Prioritary Mail(*) International Mail(**) inbound outbound Registered Mail(***) Insured Mail(***) (*) (**) (***) 2011 Delivery within 3 3 3 3 days days days days Based on data certified by IZI on behalf of the Ministry for Economic Development. IPC - UNEX End-to-End Official Rule data. Monitored by an electronic tracking system. Express Delivery and Parcels In the domestic market, a new commercial offering for the Pick-up service provided to small and small to medium sized enterprises (an additional service offered in combination with the Postacelere 1 plus, Paccocelere 1 plus and Paccocelere 3 products) was launched with the aim of simplifying pricing. Postacelere1 Plus, Paccocelere1 Plus and Paccocelere3 customers are now also offered discounts by purchasing a carnet of prepaid consignment notes, thereby benefitting from reductions with respect to list prices. The Company continued with efforts to renew its international offering. This resulted in the new Posteexport offering, which includes the “Minibox” products for businesses and professionals who send packages weighing up to 2 kg, and the introduction of ancillary services for the Express Mail Service (EMS) and Quick Pack Europe products, such as the pick-up service and the ability of customers to produce their own consignment notes. 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 (from the end of 2011 via Consorzio Logistica e Pacchi). During the year, which witnessed a reduction in demand from both businesses and consumers and a general lack of confidence throughout Europe, the company continued with efforts to improve its offerings, in keeping with the services offered by its competitors. This was done with a view to protecting market share and acquiring new customers in emerging segments of the market, such as e-commerce. The domestic offering was extended with the introduction of services designed to personalise deliveries based on customer needs. This involved the launch of the “Al piano” service for deliveries to the floor of the building on which the addressee is located, the “Su appuntamento” service for deliveries on days and at times pre-arranged with customers, and “di Sabato e di Sera” services that offer Saturday and evening delivery for addressees who are unavailable during working hours. Poste Italiane | Annual Report 2011 4. Areas of business 61 In terms of international services, a partnership agreement was entered into with UPS (United Postal Service Inc.), one of the world’s leading operators, that will see the partner progressively outsource the sorting, pick-up, transport and distribution of express courier shipments in various parts of Italy to SDA over the next two years. UPS, in the meantime, will provide transport, customs clearance and delivery services for international destinations (the outbound service). With regard to corporate actions, following a request from its subsidiary, Kipoint SpA, on 30 December 2011 SDA made a capital contribution of 500 thousand euros to cover the loss incurred in 2011. Moreover, in response to the losses incurred in recent years by Italia Logistica, in which SDA has a 50% stake in joint venture with FS Logistica SpA (a Ferrovie dello Stato group company), an impairment loss of 3.3 million euros on the investment in this company was recognised when preparing the financial statements. On line services The range of services accessible via the website at www.poste.it was extended in December with the launch of “Paccoweb”, a service that enables customers to purchase Paccocelere 1 plus and/or Paccocelere 3 services on line, requesting collection from their home address on any working day between the following day and the ninetieth calendar day after receipt of the online order. A new version of the Home Box product was introduced for business customers, allowing them to automatically print consignment notes and have a record of shipments sent. 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 2011, over 1.9 million of which were to schedule pick-ups and around 8 million to track packages. Other integrated services available on the company's website include: a branch locator, a search for areas served, international rate computation, international shipment times, requests for materials to be used for shipments, the tracking of pick-ups and deliveries, pick-up scheduling, and delivery times and areas where “Time Definite” services are available. A new web platform was inaugurated in November 2011, allowing final customers, including retail customers, to manage their shipment on their own, printing the necessary forms, paying for the shipment and arranging pick-up from the sender’s address. Finally, with the aim of providing new solutions for distance sellers, further functions have been added to the mySDA22 portal relating to “Smart Alerts”, which keep customers informed about the delivery status of shipments via email or text message. This function also provides addressees with detailed information about shipments in order to ensure successful delivery. 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 and later modified, with regard to Standard Parcels alone, by the Ministry for Economic Development Decree of 20 May 2011. The targets for Postacelere and Paccocelere are contractually binding and were established by SDA and the Parent Company. 2010 Delivery within Standard Parcels Postacelere Express Delivery Paccocelere Target 2011 Actual Target Actual 3 days 94% 98.9% 94% 97.6% 1 day 90% 95.0% 90% 94.5% 3 days 98% 99.1% 98% 99.7% All products are monitored with an electronic tracking system. 22. MySDA is the section of the website reserved for users who have registered free of charge on the www.sda.it site, providing easy, ready and secure access to all the administrative and operational information needed. Report on Operations 62 4.1.2 OPERATING RESULTS MAIL AND PHILATELY Volumes (‘000) Revenues (€m) 2010 2011 % inc./(dec.) 2010 2011 % inc./(dec.) Priority mail 1,118,398 1,028,980 (8.0) 789 770 (2.4) Bulk mail 1,491,702 1,386,384 (7.1) 828 753 (9.1) - 63,159 n/s - 75 n/s 2,610,100 2,478,523 (5.0) 1,617 1,598 (1.2) 245,196 229,550 (6.4) 934 884 (5.4) Additional services(*) Total unrecorded mail Registered mail Insured mail and legal process Total recorded mail Philatelic products and Other Basic Services Integrated Services Digital and Multi-channel Services 33,006 31,588 (4.3) 189 213 12.7 278,202 261,138 (6.1) 1,123 1,097 (2.3) 211 181 (14.2) 289 285 (1.4) n/s n/s 74,692 56,789 (24.0) 14,912 14,241 (4.5) 66 60 (9.1) 1,267,947 1,190,139 (6.1) 315 305 (3.2) Unaddressed Mail 684,387 616,135 (10.0) 29 32 10.3 Services for Publishers 673,898 552,211 (18.1) 192 158 (17.7) (30.8) Direct Marketing Post Office Box rental 13 9 Total market revenues 3,855 3,725 (3.4) 224 180 (19.6) 67 23 (65.7) including Philately Products and Revenue Stamps Electoral subsidies Publisher tariff subsidies Total Mail and Philately (**) Postel Group - External revenue 53 - n/s 5,604,138 5,169,176 (7.8) 3,975 3,748 (5.7) - - - 247 232 (6.1) n/s: not significant From 2009 notices of receipt for Registered mail have been treated separately, with priority mail volumes (2010 and 2011) also including these items. (*) Volumes and revenues for 2011 refer to the collection and delivery of ISTAT questionnaires for the 15th Census of the Italian Population and Housing for 2011. (**) Overall mail volumes, including items handled by Postel and relating to Promoposta (28 million items), amount to approximately 5.2 billion items at 31 December 2011. The results for mail services in 2011, which include the results for Philately and government subsidies, reveal reductions in both volumes and revenues of 7.8% (5,169 million items handled in 2011, compared with 5,604 million in 2010) and 5.7% (3,748 million euros in 2011, compared with 3,975 million euros in 2010). Against a backdrop in which the prospects for economic recovery deteriorated further during the second half of 2011, the reduction in volumes is primarily due to Unrecorded Mail (down 5.0%, equal to 132 million fewer items than in 2010) and Direct Marketing (down 6.1%, equal to 78 million fewer items than in 2010). In addition to a decline in electoral mailings (51 million fewer items of Unrecorded mail, 14 million less Direct Marketing items and 42 million less items of Unaddressed Mail, making a total reduction of 107 million in 2011, compared with 2010), the performance reflects a reduction in mailings by major customers (businesses and the Public Sector) and the progressive increase in digital communication, reflecting the well-established presence of competing providers, in part due to the further deregulation of the postal services market introduced by Legislative Decree 58/2011. This aspect has also had a negative impact, albeit to a lesser extent, on the volumes of mail sent by private customers, as this category of communication primarily suits the requirements of addressees (companies and government entities), or meets the purposes required by law (such as Registered Mail). The volume of publications was also down (18.1%, or 122 million fewer items than in 2010) following changes in the related legislation. Poste Italiane | Annual Report 2011 4. Areas of business 63 Market revenues, before electoral subsidies23 (23 million euros in 2011, compared with 67 million in 2010), total 3,725 million euros, marking a reduction of 130 million euros on 2010 (down 3.4%). As noted above, this essentially reflects a decrease in Unrecorded Mail (down 19 million euros or 1.2% on 2010) and in services for Publishers (down 34 million euros or 17.7% on 2010), as well as the performance of Recorded Mail (down 26 million euros or 2.3% on 2010). In detail, the decline in the market for Unrecorded Mail, where volumes were down for both Priority Mail and Bulk Mail (89 and 105 million fewer items, respectively, compared with 2010), was partly offset by the volume of mail generated by the 2011 Census, which resulted in 63 million items of mail and contributed 75 million euros to revenues under the item “Additional services”. Despite the positive performances of the Raccomandata1 service (up 1.7% or approximately 0.2 million more items) and Legal Process (revenues up 28 million euros on the previous year, partly reflecting changes to pricing), Recorded Mail reports a 6.1% reduction in volumes (17 million fewer items than in 2010) and a 2.3% decrease in revenues (down 26 million euros on 2010). In terms of revenues, Integrated Services saw a decline of 4 million euros (down from 289 million euros in 2010 to 285 million euros in 2011, marking a reduction of 1.4% on 2010). This partly reflects the enactment of Law 122/2010, which has established that demands for payment and notices of assessment on behalf of INPS and the tax authorities are immediately enforceable, resulting in a reduction in the volume of mail previously handled. This legislation, which came into effect from 1 January 2011 for INPS and from 1 October 2011 for the tax authorities, aims to significantly reduce the time between assessment of the amount payable and initiation by the tax collector of the process of collecting the sum due, with the government entity’s right to collect the amount payable deriving from the fact that the demand for payment is enforceable. Revenues from digital and multichannel services are down 9.1% compared with the previous year, reflecting the fact that the growth recorded by the online channel is still not sufficient to offset the decline in more traditional services, such as telegrams and Certofax. As mentioned above, the volume of Direct Marketing items is down 6.1% (down 78 million fewer items than in 2010), partly reflecting the 14 million reduction in electoral mailings, resulting in a 10 million euros (3.2%) reduction in revenues compared with the previous year. Unaddressed Mail volumes also reflect the impact of the decline in electoral mailings, with 42 million of the 68 million fewer items sent in 2011, compared with 2010, referring to election material. In contrast, revenues are up 10.3% (up 3 million euros on 2010) due to growth in both the volumes and revenues generated by “project-related” services, which typically involve mailings with a high unit value. The market for Services for Publishers was influenced by significant regulatory changes during the previous year, resulting in the abolition of subsidised tariffs for publications from 1 April 2010. The new regulations resulted in reductions in both volumes and revenues of 18.1% (122 million fewer items) and 17.7% (down 34 million euros). In terms of revenues, the reduction is even greater if the fact that there were no publisher tariff subsidies in 2011 is taken into account (compared with 53 million euros in subsidies in 2010). Philately revenues included in postal services revenue, including those generated by the sale of Revenue Stamps, amount to 180 million euros (224 million euros in 2010). This income was generated by a Philately Programme that included 52 issues with 81 stamps and 11 postcards, with a value of 59.95 euros (52 issues with 69 stamps, 3 postcards and a first day cover, with a value of 46.50 euros in 2010). The Postel Group‘s performance in 2011 was influenced by an unfavourable macroeconomic and market environment that resulted in slower growth than in the previous year. Moreover, Mass Printing, the Group’s traditional core business, is a fully mature business and exposed to ongoing competitive pressures due to the continuous restructuring processes carried out by its main customers. The Group is thus heavily engaged in protecting its established businesses, with the aim of responding to negative market trends, and in developing and expanding its customer base and its offerings, above all for its Integrated Document Management business. 23. No publisher tariff subsidies were received in 2011 following changes in the related legislation (in 2010 these subsidies totalled 53 million euros). Report on Operations 64 External revenue is down 6.1% on the previous year, declining from 247 million euros in 2010 to 232 million euros in 2011 (including changes in inventories relating to the contract with ISTAT) due to the reduction reported by Mass Printing (150 million euros in 2011, compared with 175 million euros in 2010), which has reached saturation point, and a reduced contribution from e-procurement (53 million euros in 2011, compared with 72 million euros in 2010), only partially offset by the strong performance of the Electronic Document Management business where revenues, which are primarily earned on contracts with customers outside the Poste Italiane Group, are up from 32 million euros in 2010 to 50 million euros in 2011. The overall performance has resulted in an operating loss for Postel SpA of 30 million euros (a profit of 23.3 million euros in 2010), reflecting a 30 million euro impairment of goodwill. The Postel Group’s contributions to consolidated operating profit and profit for the year are 0.1 million euros and 2.6 million euros, respectively. EXPRESS DELIVERY AND PARCELS Volumes (‘000) 2010 2011 Revenues (€m) % inc./(dec.) 2010 2011 % inc./(dec.) Postacelere Domestic 8,623 6,638 (23.0) 86.8 69.4 (20.0) International 2,179 1,660 (23.8) 36.2 32.2 (11.0) 10,802 8,298 (23.2) 123.0 101.6 (17.4) 34,330 38,277 11.5 232.6 257.4 10.7 0.5 Total Postacelere SDA Express Courier SpA Domestic Express Delivery 2,420 2,447 1.1 19.2 19.3 Tailor-made Services International Express Delivery n/r n/r n/a 34.0 34.0 n/s Other revenues n/r n/r n/a 11.6 12.7 9.5 Total SDA Express Courier SpA - External revenue 36,750 40,724 10.8 297.4 323.4 8.7 Total Express Delivery 47,552 49,022 3.1 420.4 425.0 1.1 n/s: not significant 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 year saw a slight increase in the number of items sent by Express Delivery (up 3.1%), entirely due to the good performance of the domestic Express Delivery services offered by SDA Express Courier SpA, which offset the decline in Postacelere volumes for retail customers. Total Express Delivery revenues, on the other hand, are up from 420.4 million euros in 2010 to 425.0 million euros in 2011. In detail, there was a 23.2% fall in Postacelere volumes, with revenues down 17.4% on 2011. The decline in volumes affected both the domestic market (down 23.0%) and international services (down 23.8%). Despite being down on 2010, revenues from international services were positively impacted by an improved tariff mix, which enabled the Group to contain the loss caused by the decline in volumes (down 11.0%). Poste Italiane | Annual Report 2011 4. Areas of business 65 As mentioned above, the subsidiary, SDA Express Courier SpA, made a positive contribution to this segment’s results, recording overall growth in volumes of 10.8% (4 million more items than in 2010) and in revenues from external customers of 8.7% (up from 297.4 million euros in 2010 to 323.4 million euros in 2011). The improvement is essentially due to Domestic Express Delivery, where volumes are up 11.5% (3.9 million more items than in 2010) and revenues are up 10.7% (a increase of 24.8 million euros), reflecting the Company’s commercial strategy designed to acquire new customers in emerging market segments, such as e-commerce, a policy that has partially offset the impact of the economic downturn that continued into 2011. It should be noted, however, that the growth in shipments by web retailers is greater in volume terms than in terms of revenues, as this type of shipment (delivered primarily to private customers) involves a more complex delivery process, which also results in higher costs. This means that, whilst the quantity of B2C shipments is offset by the volume of B2B shipments, this offset is not fully reflected in revenues. International services (volumes up 1.1% and revenues up 0.5%) are substantially in line with the previous year. Overall, SDA Express Courier SpA saw revenues from the sale of goods and services rise from 407 million euros in 2010 to 410 million euros in 2011 (up 0.7%), whilst keeping the cost of goods and services under control (down from 375.8 million euros in 2010 to 375.7 million euros in 2011). The company reports an operating loss of 11 million euros, compared with a loss of 42 million euros for the previous year, which was, however, influenced by an impairment of goodwill amounting to 20.8 million euros. The loss for the year is 7.6 million euros (a loss of 34.5 million euros for 2010). Volumes (‘000) Revenues (€m) 2010 2011 % inc./(dec.) 2010 2011 % inc./(dec.) Universal Parcels Service Domestic Parcels 3,392 1,451 (57.2) 16.2 9.8 (39.5) Parcels - international export 450 483 7.3 17.7 19.4 9.6 Parcels - international import 256 231 (9.8) 3.3 3.2 (3.0) 1.0 0.7 (30.0) 38.2 33.1 (13.4) 4.6 - n/s 42.8 33.1 (22.7) Other revenues Total 4,098 2,165 (47.2) Publisher tariff subsidies Total Parcels 4,098 2,165 (47.2) n/s: not significant Universal Parcels Service revenues of 33.1 million euros (42.8 million euros in 2010) reflect the reduction in the volume of publications for the domestic market, primarily due to the abolition of subsidised tariffs for customers following changes in the related legislation from 1 April 2010, which have altered the tariff system for all publications. Outgoing international parcels recorded a sound performance, with volumes up on 2010 (revenues up 9.6%). Report on Operations 66 OTHER COMPANIES Mistral Air Srl provides air mail services to Poste Italiane SpA (via Consorzio Logistica Pacchi ScpA) in addition to air freight and passenger services for other customers. In addition to the impact of the Parent Company’s reorganisation of delivery operations, which have led the company to reduce the frequency of night mail flights from five times a week to four, Mistral Air’s results for the year reflect the difficult macroeconomic environment in which it operates. The civil unrest in the Middle East and North Africa (above all in Tunisia and Egypt) effectively deprived Mistral Air of its traditional passenger charter markets, forcing the company to look for business in other areas of Europe where the lowcost carriers dominate. These events, the rise in fuel prices and the need to carry out extraordinary maintenance on the company’s fleet of planes are reflected in the results. The increase in passenger charter flights during the period has resulted in a 29.7% rise in total revenues (110.4 million euros in 2011, compared with 85.1 million euros in 2010). This, however, is not enough to offset the increase in overall costs, which are up from 85.9 million euros in 2010 to 112.7 million euros in 2011. During the year it was necessary to cover the loss of 2 million euros for the first half of 2011, as required by art. 2482-ter of the Italian Civil Code (capital below the legal minimum). As a result, the Extraordinary General Meeting held on 12 October 2011 approved the Parent Company’s injection of a further 3 million euros and the formation of an extraordinary reserve. The company reports a loss for 2011 of 2.2 million euros (a loss of 1.5 million euros for 2010). 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% Italia Logistica Srl and 5% 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 document management services provided by the consortium member, Italia Logistica Srl, and, from 2011, manages the road transport of postal products and related activities previously carried out by SDA Express Courier. Finally, in 2011 Poste Italiane transferred the management of approximately 300 business customer accounts relating to the Home Box service to the consortium. Italia Logistica Srl The company, which is 50:50 owned by SDA Express Courier and FS Logistica SpA (a Ferrovie dello Stato group company) provides integrated and multi-modal logistics services to companies outside the Group. The period was marked by the launch of new contracts for integrated logistics and publications, and by the renewal or extension of a number of contracts obtained during the previous year. In the transport and multi-modal logistics sector, the company was engaged in developing an intermodal rail offering, based around the use of mobile crates, whilst consolidating its sea and air transport services for international shipments in 2011. In November a General Meeting of shareholders voted to cover accumulated losses at 30 September 2011 (11.9 million euros) by using the all the equity reserves reported at that date (6.9 million euros) and by reducing the share capital to zero (5 million euros), in order to meet the requirements of art. 2482-ter of the Italian Civil Code (capital below the legal minimum). The General Meeting also voted to inject further share capital of up to 900 thousand euros. Operating income is up from 87 million euros in 2010 to 91 million euros in 2011, essentially reflecting the positive impact of the acquisition of new customers for logistics and document management services. These results, which were provided by the company for the purposes of preparation of the Poste Italiane Group’s consolidated financial statements for 2011, have yet to be approved by the Board of Directors of Italia Logistica. Poste Italiane | Annual Report 2011 4. Areas of business 67 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 in accordance with the provisions of Presidential Decree 144 of 14 March 2001, as amended. From 2 May 2011 these activities were attributed by Poste Italiane SpA to BancoPosta RFC. 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. From 1 August 2011 the Financial Services segment also includes the management of public funds by Banca del Mezzogiorno – MedioCredito Centrale SpA, which is now a fully-owned subsidiary of Poste Italiane SpA. In terms of banking transparency, following the Bank of Italy's Directive of 9 February 201124 – Application of the Directive on consumer credit – which intermediaries were obliged to comply with by 1 June 2011, in agreement with its partners on whose behalf financial products are distributed, during 2011 Poste Italiane implemented a series of changes to organisational arrangements and IT systems aimed at increasing transparency (advertising and pre-contract information, contracts, communication with customers) and bringing the sales procedures and operating processes concerned into line with the new regulations. This primarily involved the implementation of initiatives designed to: • prepare, in accordance with the required standards, documents containing basic information on consumer credit (SECCI - Standard European Consumer Credit Information), covering loans, salary loans and credit cards; • revise and add to contracts and forms for loans, credit cards, BancoPosta salary loans and BancoPosta lines of credit; • implement the procedures and communication processes involved in managing significant overdrafts. • the automated production and publication of mandatory transparency documents (factsheets, information leaflets and information on changes to terms and conditions introduced by the financial service provider). Regarding payment services, following the entry into force of Directive 2007/64/EC of the European Parliament and Council – Payment Services Directive (PSD), which was transposed into Italian Law by Legislative Decree 11 of 27 January 2010, effective from 1 March of the same year, Poste Italiane continued to make the necessary changes to its organisational arrangements and IT systems. The design of strengthened anti-money laundering processes and procedures continued with the aim of: • adding further customer checks to the IT processes involved in the initiation of ongoing relationships and the conduct of one-off over-the-counter transactions of amounts equal to or over 5 thousand euros; • implementing “in-line” anti-terrorism controls in order to immediately block transactions (customer data, the initiation of relationships and the conduct of one-off transactions); • activating new functions to support the branch network in reporting suspect transactions and adding to the IT support available to post offices in assessing irregular transactions. On the subject of ADR (alternative dispute resolution), which is designed to reduce the impact on the ordinary courts of certain types of dispute between intermediaries and customers over matters relating to banking, financial and insurance services, the obligation introduced by Legislative Decree 28 of 4 March 2010 came into effect on 21 March 2011. This requires the parties to enter into mediation proceedings before going to court. Moreover, the special Conciliation and Arbitration Service set up by the CONSOB to resolve disputes between investors and intermediaries, resulting from alleged violations of information, fairness and transparency requirements in contracts with investors, also began operating on 21 March 2011. In this regard, Poste Italiane has taken steps to implement the necessary procedures and ensure transparent communication with customers. In February 2012 the Bank of Italy ordered an audit of BancoPosta pursuant to art. 54 of Legislative Decree 385/93. The audit is ongoing. 24. Issued in implementation of Legislative Decree 141 of 13 August 2010, and subsequent amendments, which implements Directive 2008/48/EC regarding consumer credit contracts in Italy. Report on Operations 68 4.2.1 COMMERCIAL OFFERING The gross annual interest rates payable on the two types of retail current accounts offered were modified in 2011: from 1 September the rate payable to Conto BancoPosta Più account holders who have demonstrated their loyalty was set at 1.00%, whilst the rate paid to Conto BancoPosta customers was lowered from 0.15% to 0.00%. With regard to SMEs, the Group launched Conto BancoPosta In Proprio No Profit, a current account specifically designed for the non-profit sector, and Conto BancoPosta Procedure Fallimentari, to be used in managing the assets of insolvent entities. A promotional interest rate of 2% was also introduced for BancoPosta In Proprio account holders increasing the amount deposited, with the dual objective of improving the quality of the existing customer base and acquiring new customers. In terms of the Public Sector, a new service was piloted during the year that enables customers to pay for medical examinations at the "Sportello Amico" counters in post offices. Thanks to a link to the regional system for booking hospital visits, the public can pay for previously made medical appointments by showing their National Health card and get a receipt of payment. The aim of defending and relaunching the Bollettino product for paying pre-printed bills, offering a service that is more widely available around the country, led to an increase in specially enabled external channels in 2011, with over 13 thousand tobacconists linked up to the Banca ITB network and more than 120 banks able to offer the service to their customers via Poste Italiane. A total of over 12 million bills were handled by these channels during the year (2.8 million in 2010). • The electronic money segment, where 6.3 million Postamat Maestro cards and 8 million Postepay cards have been issued, witnessed, among other things: • development of channels for accessing the BancoPosta Più card offering, with the possibility of applying for a card from both the BancoPosta and BancoPostaclick accounts and initial trials of distance marketing of the card, such as direct mailing; • creation of e-postepay, the first completely virtual card, which can be applied for free of charge on the www.postepay.it website for use at retailers that use the MasterCard online service and which, from October, can also be activated using a Poste Mobile SIM card; • the commercial launch of contactless Postepay cards in the Milan area, allowing holders to use the card as both a prepaid card and as a season ticket for the city’s public transport system; • the development, in collaboration with the partners Edenred and Qui!Group, of a multi-application prepaid Postepay Lunch card which, in addition to the usual payment functions, can also be used as an electronic luncheon voucher. In order to further strengthen the product’s competitive positioning, the banking channel was added to the range of options for topping up Postepay cards, with activation of the service on the web banking sites of all the banks in the Bipiemme group. Finally, the external top-up channel for Postepay cards, comprising over 13 thousand tobacconists linked up to the Banca ITB network and around 40 thousand SISAL betting shops, was extended. This resulted in a significant increase in top-ups, with over 14 million registered (10 million in 2010). A large number of promotional campaigns were run in 2011 in order to promote loan products, including: • “Mutuo BancoPosta zero spese di istruttoria e di perizia”, which exempts borrowers from the payment of arrangement and valuation fees, which are substantial in the case of mortgages; • “Prestito BancoPosta Zero Spese”, the loan product that, in addition to eliminating application and collection fees and statement charges, also refunds taxes payable by law and allows borrowers to effect early repayment without incurring any charge; • “Prontissimo BancoPosta Rata Tonda”, which is a loan offering, for specific amounts and terms, repayment in monthly round amounts that are easy to remember; • “Prestito BancoPosta e Prontissimo BancoPosta Extracash”, the small loan of 1,500 or 2,000 euros offered at particularly attractive conditions and reserved to BancoPosta customers who already have a BancoPosta or Prontissimo BancoPosta loan and have kept up with their repayments; Poste Italiane | Annual Report 2011 4. Areas of business 69 • “Prontissimo BancoPosta Salto Rata”, a flexible loan for which a maximum of five repayments can be postponed at no additional cost. This initiative was also backed up during the first month by the offer of a promotional interest rate. • Promotions were also held during the year for specific family needs, such as the Prestito BancoPosta Famiglia loan for newlyweds and new parents, Prestito BancoPosta Studi for children's school fees, and Prestito Salute to cover medical and dental expenses. Two new loan products were also introduced: Reverse Factoring, offered in association with Sace FCT (the SACE Group's factoring company), that allows customers owed money by a Public Sector entity to factor the related receivables; and the test phase of Prontissimo Affari BancoPosta, a medium-term business loan for sole traders and professionals. The Postal Savings segment saw the renewal, for the three year period 2011-2013, of the agreement with Cassa Depositi e Prestiti signed on 3 August 2011. This regulates and establishes remuneration for the distribution and management of Interest-bearing Postal Certificates and Post Office Savings Books. Additionally, in the second half of the year, the sharp drop in net deposits resulting from tough market conditions, partly as a result of the high interest rates being offered by competing banks, forced Cassa Depositi e Prestiti and Poste Italiane to take counter measures. Two new certificates were, consequently, issued in August (BFP DiciottomesiPLUS) and October (BFP 3X4) which were successful at increasing funds inflow. BFP DiciottomesiPLUS is a short term investment, which on maturity in eighteen months is repaid with a yield in excess of the traditional BFPDiciottomesi. The BFP 3X4 is a medium to long-term investment the interest rate on which increases over its twelve-year term. The trend in investment products was to select bonds structured to take advantage of rising interest rates over the medium to long-term. Issues related to two different types of Banco Popolare products (TassoMisto Cap&Floor 1^ e 2^ serie and StepUp BancoPosta) and two Monte dei Paschi di Siena products (TassoMisto Cap&Floor 3^ e 4^ serie and StepByStep BancoPosta a 6 anni). Turning to Payments and International Money Transfer Systems, a new Ore 7 Moneygram Service was launched for the transfer of money abroad at very low cost. The service is intended for transfers which are not urgent and can wait until 7.00am of the following morning to save around 50% of the transfer fees. Online services The web banking services linked to the BancoPostaOnline and Conto BancoPosta Click accounts again performed well in 2011: the number of online accounts opened by consumer customers now stands at over 1.1 million (1 million at the end of 2010), whilst business accounts total approximately 223 thousand (211 thousand at the end of 2010). Online customers carried out over 18 million payment transactions during the year (16 million in 2010), consisting of: • 4.9 million bills paid on line via current account direct debits and the use of credit/Postepay cards (4 million in 2010), of which more than 450 thousand by way of BancoPosta Click; • 2.3 million bank transfers (1.7 million in 2010), of which 433 thousand by way of BancoPosta Click, and including 23 thousand international payments; • 1.2 million giro payments from consumer to business customers (1.3 million in 2010); • 4.8 million telephone top-ups (4.9 million in 2010); • 5 million PostePay top-ups (4 million in 2010). Online sales of financial products were also a success, with 116 thousand people subscribing to Interest-bearing Postal Certificates on line (85 thousand in 2010), whilst loan approvals were down from 3.5 thousand in 2010 (out of 15 thousand applications) to 2.5 thousand in 2011 (out of 9.3 thousand applications). In terms of investment services, in June Poste Italiane launched its Trading On Line (TOL) service, which allows customers to trade on the secondary market and subscribe to offerings on the primary market on line, without the need to go to a post office. Report on Operations 70 Finally, a new Postepay Web Security system was introduced in December to improve the security of Postepay and telephone top-ups as well as bill payments made on www.poste.it, ww.postepay.it, www.bancopostaclick.it. The new payments system requires that the Postepay card be used together with a cell phone that has been associated with the card. A text message is sent to the phone containing a one-time password separately generated for each individual transaction. Banca del Mezzogiorno - MedioCredito Centrale SpA With regard to the agreement signed by UniCredit SpA and Poste Italiane SpA on 20 December 2010, the acquisition of the entire share capital of Unicredit MedioCredito Centrale SpA25 was completed on 1 August 2011. This transactions forms part of the Ministry of the Economy and Finance’s plan to create a development bank serving southern Italy, called the Banca del Mezzogiorno (Law 191 of 23 December 2009, art. 2, paragraph 162 – objectives and art. 2, paragraph 169 – operating activities). The bank will operate as a second-level bank providing support for businesses in the south of the country. During the year MedioCredio Centrale developed its operations as a manager of public funds and, above all, of the Fondo di Garanzia per le Piccole e Medie Imprese (a guarantee fund for small and medium enterprises) pursuant to Law 662 of 1996. The bank was awarded a nine-year contract to manage the technical, administrative, financial and accounting aspects of the fund as part of a temporary consortium in partnership with other major banks. On 5 September 2011 MedioCredito Centrale’s Board of Directors approved changes to the articles of association and subsequently asked the Bank of Italy to issue its assessment report (provvedimento di accertamento). Having received clearance from the supervisory authority on 21 November, the bank changed its name to “Banca del Mezzogiorno – MedioCredito Centrale SpA” (in abbreviated form “BdM - MCC SpA”), and business purpose to reflect the role assigned to the Banca del Mezzogiorno by the government. From 2 January 2012 Banca del Mezzogiorno - MedioCredito Centrale conducts three lines of business: • Industrial and agricultural credit, to support the development and growth of small and medium industrial and farming enterprises (SMEs) in southern Italy by providing medium- and long-term loans; • Guarantee Bank, providing back-to-back guarantees to Confidi (credit guarantee consortia) and co-guarantees to companies, also with the aim of supporting local Confidi and driving development and consolidation by offering high value added services; • Management of public funds and subsidies on behalf of government entities, in order to aid companies throughout the country in accessing credit and developing their businesses, partly by using Italian and European public funds, such as the Fondo Centrale di Garanzia per le PMI (a central guarantee fund for SMEs) and other forms of subsidy. The Bank will offer both “standard” loans (typically of reduced average amounts) and ordinary loans (of higher average amounts), based on a three-channel distribution model: • Poste Italiane: consisting of 250 post offices specially enabled to sell the bank’s products to sole traders and small businesses; • Banks: using distribution agreements with banks operating in southern Italy to provide co-financing for corporate clients; • Agreements: using distribution agreements with Confidi, industrial districts and business clusters to provide financing, above all for corporate clients. The bank also plans to open branch offices around the area with the dual aim of: • promoting and supporting distribution channels in commercialising its products, focusing in particular on the most complex transactions; • contributing to risk management by having a presence on the ground. To better define and distinguish between the different lines of business in which it operates, the bank can use the Banca del Mezzogiorno (“BdM”) brand for its new lending activities and the traditional MedioCredito Centrale (“MCC”) brand in relation to the management of government subsidies, which is segregated from the other banking activities, with a separate management structure, organisation, administration and accounting systems. 25. MedioCredio Centrale was founded as a bank to promote and manage government subsidies for businesses, designed to support economic development. Poste Italiane | Annual Report 2011 4. Areas of business 71 Poste Tutela SpA Poste Tutela is a security company providing the following services: • the movement of cash (transport, escorts, safe custody and the counting of cash); • fixed and mobile surveillance; • protection of sensitive information. Poste Tutela provides these services to the Parent Company’s operating units and, from 2010, to customers outside the Group, for whom it primarily carries out the movement of cash and valuables. The company reports a healthy performance for 2011, with revenue from sales and services of 84 million euros (80 million in 2010) and a profit of 1.2 million euros (971 thousand euros for 2010), reflecting an increase in the movement of cash and valuables during the year. Report on Operations 72 4.2.2 OPERATING RESULTS BancoPosta Revenues (€m) Current Accounts Pre-printed bills Income from investment of customer deposits Other Revenues from current accounts and prepaid cards Money Transfers (*) Postal savings and investment Post Office Savings Books and Certificates Government securities Equities and bonds Insurance policies Investment funds Securities Deposits Delegated Services Loan products Other products (**) Total Revenues 2010 2,580 622 1,376 582 77 1,891 1,557 7 19 283 2 23 195 185 34 4,962 2011 2,802 595 1,629 578 71 1,888 1,504 9 80 263 11 21 179 167 34 5,141 % inc./(dec.) 8.6 (4.3) 18.4 (0.7) (7.8) (0.2) (3.4) 28.6 n/s (7.1) n/s (8.7) (8.2) (9.7) n/s 3.6 31 Dec 2010 35,949 97,656 198,489 31 Dec 2011 38,021 92,614 208,187 % inc./(dec.) 5.8 (5.2) 4.9 2010 555,350 7,876 3,235 1,719 1,516 86,695 12,191 2011 526,266 7,207 3,128 1,694 1,434 85,406 12,290 % inc./(dec.) (5.2) (8.5) (3.3) (1.5) (5.4) (1.5) 0.8 31 Dec 2010 31 Dec 2011 % inc./(dec.) 5,533 5,575 0.8 Number of credit cards 379 437 15.3 Number of debit cards 6,261 6,290 0.5 Number of prepaid cards 6,794 8,217 20.9 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(*) Post Office Savings Books(**) Interest-bearing Postal Certificates(**) (*) (**) Average deposits for the period. Deposits include accrued interest for the year. Number of transactions (‘000) Pre-printed bills processed Domestic postal orders (*) International postal orders Inbound Outbound Pensions and other standing orders Tax services (*) Includes Vaglia Circolari giro drafts. Volumes (‘000) Number of customer current accounts Poste Italiane | Annual Report 2011 4. Areas of business 73 BancoPosta’s service revenues are up 3.6%, rising from 4,962 million euros in 2010 to 5,141 million euros in 2011. This primarily reflects the positive performance of current account revenues, which are up from 2,580 million euros in 2010 to 2,802 million euros in 2011. In detail, current account revenues are up 8.6% on 2010 (up 222 million euros), thanks to an 18.4% increase in interest income on the investment of current account deposits, which has risen from the 1,376 million euros of 2010 to 1,629 million euros in 2011. This reflects both a 5.8% increase in average deposits (38.0 billion euros in 2011, compared with 35.9 billion euros in 2010), and the increased contribution of income from the investment in securities of private customers’ current account deposits. Revenues from the processing pre-printed bills are down 4% on the previous year, declining from 622 million euros in 2010 to 595 million euros in 2011. This reflects a reduction in the number of bills processed during the year (526 million in 2011, compared with 555 million in 2010). Other revenues from current accounts and prepaid cards are down 0.7% from 582 million euros in 2010 to 578 million euros in 2011. This reflects the fact that growth in fee income on the issue and use of prepaid cards, which is up from 88 million euros in 2010 to 96 million euros in 2011 due to the greater number of cards in circulation, was offset by a reduction in other revenues generated by current accounts (482 million euros in 2011, compared with 494 million euros in 2010). The latter reduction reflects both a decrease in fees earned on the processing of pre-printed bills and the impact of the new commercial offering for current accounts which, with the aim of encouraging the use of related products, gives customers the option of eliminating annual current account charges and the annual fee for the Postamat card. Revenues from Money Transfers were down 7.8% (71 million euros in 2011, compared with 77 million euros in 2010), primarily due to a reduction in the volume of domestic transfers (Domestic Money Orders), where revenues are 10.2% down on 2010 (50.3 million euros in 2011, compared with 56 million in 2010). The volume of international transactions (Eurogiro and Moneygram) is also down, resulting in a 2.9% decline in revenues (19.9 million euros in 2011, compared with 20.5 million in 2010). This is primarily due to a reduction in the fees applied under the agreements entered into with Moneygram. The sale of Interest-bearing Postal Certificates and inflows of Post Office Savings Books funds, the income on which is linked to a mechanism agreed with Cassa Depositi e Prestiti SpA26 tied to the achievement of net savings inflow targets, contributed 1,504 million euros to BancoPosta’s service revenues (1,557 million euros in 2010). This reflects competition from high-interest products offered by other banks and the reduced savings capacity of customers. Post Office Savings Books deposits amount to 92.6 billion euros at 31 December 2011 (97.7 billion euros at the end of 2010), whilst outstanding Interest-bearing Postal Certificates amount to 208.2 billion euros (198.5 billion euros at the end of 2010). Asset and fund management27 reports an increase of 15%, with revenues up from 334 million euros in 2010 to 384 million euros in 2011. This reflects the positive performance of bond placements (2.8 billion euros in 2011, compared with 0.755 billion euros in 2010), resulting in revenues of 80 million euros as opposed to 19 million euros in 2010. Revenues from the distribution of insurance policies, in the form of management fees, are down, however (263 million euros in 2011, compared with 283 million euros in 2010). Fees from the placement of funds are up from 2 million euros in 2010 to 11 million euros in 2011, essentially due to an increase in fees passed on by BancoPosta Fondi SpA SGR. Delegated service revenues amount to 179 million euros (195 million euros in 2010) and include revenues from the payment of INPS (National Social Insurance Institute) pensions, totalling 93 million euros (108 million euros in 2010) and the payment of INPDAP pensions, totalling 12 million euros (13 million euros in 2010) and fees from the payment of pensions and other sums for the Ministry of the Economy and Finance, totalling 57 million euros28. 26. The agreement for the three-year period 2011-2013 was signed on 3 August 2011 and subsequently amended on 12 December 2011 and 15 March 2012. 27. Asset and fund management includes the distribution of government securities, equities, bonds, life assurance policies, mutual investment funds and commissions on safe custody accounts. 28. INPDAP and ENPALS pensions are include in the figure for INPS from 1 January 2012, in accordance with Law Decree 201 of 6 December 2011 (the “decreto salva Italia”), converted with amendments into Law 214 of 27 December 2011. Report on Operations 74 Revenues from the distribution of loan products29 are down 9.7% (167 million euros in 2011, compared with 185 million euros in 2010). The amount of loans originated is down 96 million euros (1,542 million euros in 2011, compared with 1,638 million euros in 2010) and origination fees are down from 138.5 million euros in 2010 to 122.7 million euros in 2011, whilst mortgage origination fees are 13.6 million euros (15.3 million euros in 2010) on disbursements of 796 million euros (835 million euros in 2010). Banca del Mezzogiorno - MedioCredito Centrale SpA The operating results for the period since the investment was acquired on 1 August 2011 report, at the level of the Poste Italiane Group’s consolidated financial statements for the year ended 31 December 2011, net interest income of 3.3 million euros, profit for the period of 0.7 million euros and Equity of 139.3 million euros. 4.3 INSURANCE SERVICES The Insurance Services business is run by the Postevita Insurance Group, a registered insurance group that includes the parent, Poste Vita SpA (a wholly owned subsidiary of Poste Italiane SpA) and the subsidiary (wholly owned by Poste Vita), Poste Assicura SpA. Poste Vita SpA operates 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 SpA, which began operating in April 2010, 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. With regard to regulatory developments, activities assuring the Company’s compliance with the new requirements contained in the new European Solvency II30 regulations proceeded during the year. The process also took account of the proposed “OMNIBUS II” Directive issued by the European Commission on 19 January 2011, which, of approved, will amend the Solvency II Directive, allowing for, among other things, a gradual transition to the new Solvency regime. With regard 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), and the ensuing statement of charges served on the Company in July 2010, on 24 October 2011 the company was notified of ruling 4085/11 dated 18 October 2011, by which the regulator has closed the proceedings. 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 results of the inspection, which was completed on 18 February 2011, focused primarily on internal claims management procedures, the handling of complaints and aspects of the sale of products. In July 2011 the company filed a submission with the regulator, describing the initiatives taken and/or that it plans to take in response to the inspectors’ findings. The company has yet to receive any response to its submission from COVIP. 29. Personal loans, mortgage loans, overdrafts, salary loans and credit protection. 30. 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. Poste Italiane | Annual Report 2011 4. Areas of business 75 On 22 June 2011 the Regional Tax Office for Large Taxpayers (Direzione Regionale del Lazio - Settore, Controlli, Contenzioso e Riscossione - Ufficio Grandi Contribuenti) began an audit of certain aspects of the company’s taxation for the 2009 tax year. The audit forms part of the normal two-yearly controls of so-called "large taxpayers" required by art. 42 of Law 388 of 23 December 2000. The outcome of the audit was set out in an official tax audit report sent to the company on 26 September, and primarily demanding payment of IRES and IRAP deriving from the non-deductible nature of the cost of a number of “expired” claims that were not paid and still held in the provisions for claims expenses at 31 December 2009. The company deemed it financially advisable to accept the report, in view of the potential cost of a dispute with what would have been an uncertain outcome. To this end, on 24 October 2011 the company notified the Regional Tax Office for Large Taxpayers that it accepted the findings pursuant to art. 5-bis of Legislative Decree 218 of 1997, in relation to VAT, IRES and IRAP. Payment of the outstanding taxes, the reduced fines and the related interest, amounting to 1.5 million euros, took place on 2 February 2012, thereby settling all outstanding amounts for IRES, IRAP and VAT in relation to this period. On 15 September 2011 Poste Vita was notified of a payment demand deriving from the partial audit of a third party, totalling 1,900 euros. This relates to fines for the alleged failure to settle invoices for servicing fees collected during the 2006 tax year. The demand in question is similar to others received for the 2004 and 2005 tax years, against which the company has filed appeals, which are currently pending before the Provincial Tax Tribunal for Rome. 4.3.1 COMMERCIAL OFFERING During 2011 the company’s commercial initiatives were aimed at maintaining the level of earned premiums from traditional Branch I life insurance products, in addition to focusing strongly on pension products and the market for investment products. In this connection, during the year the company launched “Postapresente Cedola”, a product that pays an annual return on the capital invested with a guaranteed minimum yield. With regard to index-linked policies sold during the year, before launching the distribution of products, the company entered into forward purchase agreements for the underlying securities, with settlement once the policies have been sold. With specific reference to the “Titanium” policy, distribution of which was launched in March and ended in July, following an unforeseen shortfall with respect to expected sales of the policy, the forward purchases of securities underlying the policy were approximately 750 million euros more than the value of the policies sold. The unwinding of these positions, given the sudden deterioration in the overall situation regarding the market for Italian government securities, resulted in a total aftertax loss of around 42 million euros. With respect to its investment policies in 2011, the company maintained a segregated asset management policy in order to increasingly tailor investments to its obligations to policyholders and, at the same time, run a portfolio that can provide stable returns in line with the market. The investment policy was based on a highly prudent approach, with the portfolio primarily invested in government bonds and highly rated corporate bonds. Given the exceptional degree of financial market turbulence and tensions surrounding sovereign debt issued by euro zone members, which heightened from July on, the company decided to hold on to the government securities in its portfolio, thus avoiding any short-term reductions in returns to policyholders. The company thus elected to take advantage of the option granted by ISVAP Regulation 28 of 17 February 2009, as amended by ISVAP Ruling 2934 of 27 September 2011, which extended application of the options for measuring financial instruments held for trading to 2011. This allows insurance companies to not align the carrying amount of these instruments with their fair values at year end, unless there is evidence of a lasting impairment. This has had a positive impact on the result for the year, amounting to approximately 513 million euros (net of tax), equal to 1.3% of reserves at the end of the reporting period. Report on Operations 76 4.3.2 OPERATING RESULTS The fallout from the ongoing economic and financial crisis also had a negative impact on the life insurance market, which saw a reversal of the growth trend seen over the previous two years, registering a drop of approximately 25% in new premiums written during 2011 for both traditional Branch I products and products with a greater financial component. In this context, Poste Vita achieved a significant result, with earned premiums of 9,514 million euros31 (earned premiums of 9,501 million euros in 2010), enabling the company to further boost its market share, which is up from the 10.8% of 2010 to 12.8% in 2011. These results were generated primarily by sales of traditional products, which amount to approximately 8.2 billion euros, up 26% on the 6.5 billion euros of 2010, in part thanks to the success of the new “Cedola” product and the positive performance of the “Poste Previdenza Valore” product. In contrast, given the uncertainty and volatility in the financial markets, earned premiums from Branch III products amount to 1.3 billion euros, down from the 2.9 billion euros of 2010. The company also consolidated its leadership in the pensions market, with 108 thousand new pension plan members, taking its share of the total specific market to 32.7%. As a result of the operating performance, technical provisions, computed by analysis of each contract in compliance with relevant legislation and based on suitable actuarial assumptions, total 47.8 billion euros32, marking an increase of 11% compared with the 43.2 billion euros of 2010. Non-life and life technical provisions amount to 38.3 billion euros (32.4 billion euros in 2010), accounting for 80% of total provisions. These provisions were made to cover all the Company's obligations and include mathematical provisions of 37.8 billion euros (32 billion euros in 2010), outstanding claims provisions of 342 million euros (332.5 million euros in 2010), and other technical provisions of 90 million euros (88 million euros in 2010). Technical provisions for Branch III products total 9.5 billion euros, down on the 10.7 billion euros of the beginning of the year due to the decrease in new policies. Technical provisions for "accident and medical" products amount to 2.4 million euros (3.5 million euros in 2010). The value of assets attributable to separately managed accounts and the company’s free capital are up from 32.8 billion euros at the beginning of the year to current 38.6 billion euros, invested primarily in government securities (79% of the portfolio) and highly rated corporate bonds (14%). The long-term component accounts for approximately 61% of the portfolio, of which 52% refers to government securities, 6% to UCITS with guaranteed capital and the remaining 3% to corporate bonds. Class D investments amount to 9.4 billion euros at the end of the year (10.8 billion euros at the end of 2010), including 5.4 billion euros invested in structured bonds underlying index-linked products and in units of mutual funds underlying unitlinked products, for which Poste Vita does not provide any capital guarantee or guaranteed minimum return, and 4.0 billion euros consisting of financial instruments underlying the index-linked products for which the company directly provides capital guarantees and guaranteed minimum returns for customers. In order to equip the company with the capital necessary to fund its expected growth, and at the same time ease any pressure on the solvency margin resulting from a worsening of the structural crisis in the international financial system and continuing financial market volatility, in 2011 Poste Italiane SpA subscribed a capital increase of 305 million euros. As a result of the above, profit for the year is 80.3 million euros, which also reflects the impact of changes to the taxation of insurance companies, with the IRAP rate increased to 5.9% by the so-called “Milleproroghe” (“Thousand Extensions”) Decree, and the introduction in the so-called “Salva Italia” (“Rescue Italy”) Decree of the so-called “ACE” scheme (“ACE” stands for economic development aid) providing tax relief aimed at encouraging companies to raise risk capital to strengthen their balance sheets. 31. Including 9,509 million euros in life premiums and 5 million euros in non-life premiums, both gross of outward reinsurance premiums. 32. At consolidated level, these provisions total 44.3 billion euros, given that they take account of the value of the unrealised losses transferrable to policyholders, calculated using the shadow accounting method which, as of the financial statements for 2011, is based on the prospective yield on each separately managed account, considering an assumed realisation of unrealised gains and losses over a period of time that matches the assets and liabilities held in the portfolio. The assumption of an immediate realisation of losses and gains, as used in previous years, is no longer applied from 2011 as it is based on unrealistic assumptions which, whilst acceptable under conditions of modest financial market volatility, generate inappropriate results in an exceptional situation such as the current one. Poste Italiane | Annual Report 2011 4. Areas of business 77 In 2011 the subsidiary, Poste Assicura, launched the Postaprotezione Domani product, offering customers who have also purchased a Postaprevidenza Valore individual pension plan from Postevita SpA guaranteed payment of their pension contributions in the event of disability or job loss. Two special corporate products were also created to meet the specific insurance needs of companies in the Poste Italiane Group. These General Liability Insurance products were developed with the invaluable support of reinsurance. Overall, the company’s commercial strategy aimed to achieve a balance in inflows from the various product lines (Property, Personal and Credit), with the aim of meeting the principal needs of its customers, also in view of the current macroeconomic situation. A total of around 268 thousand new policies were issued during the year, with premium income amounting to 42.8 million euros (24.7 million euros in its nine months in operation in 2010). Combined with the positive performance of investment income, this has enabled the company to report a profit of 796 thousand euros (a loss of 765 thousand euros at the end of 2010). 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 and Consorzio per i servizi di telefonia Mobile ScpA, Europa Gestioni Immobiliari SpA, Postecom SpA, PosteShop SpA and Poste Energia SpA,). In addition, in 2010 Poste Italiane was one of the founders and promoters of the Global Cyber Security Center, a non-profit organisation. 4.4.1 COMMERCIAL OFFERING Poste Italiane SpA Public services Poste Italiane continues to develop new initiatives that take advantage of its Sportello Amico network that acts as a conduit bringing the Public Sector closer to the general public, and as a partner in the management of delegable administrative functions, thus speeding up and simplifying administrative processes. The rollout of new health-related services was completed in 2011, including payment for medical examinations in real time (launched in July in collaboration with the Florence 10 local health authority), thanks to which patients can pay for the services offered by participating health providers and get a receipt directly from the health centre or hospital concerned. These initiatives are of great social value and combine the application of advanced technology with an original model for public services. The extension of previously launched services to include other public bodies continued in 2011: by the end of the year, ten public entities (including municipalities, local health authorities and central government entities) were provided real-time services via Poste Italiane’s "Sportello Amico" network. BancoPosta Fondi SpA SGR BancoPosta Fondi is the Poste Italiane Group company engaged in the management of collective investment funds (the establishment, promotion and management of BancoPosta funds and the marketing of third-party funds) and of Individual Investment Portfolios. With regard to collective investment funds, two new proprietary buy-and-hold mutual bond funds were launched during 2011. Following changes to the terms and conditions, the BancoPosta CentoPiù fund was relaunched on 19 July 2011 under the new name of BancoPosta Liquidità Euro, managed by BancoPosta Fondi SGR. Report on Operations 78 With effect from 1 July 2011 the new taxation treatment for Italian-registered mutual funds (conversion into law of Law Decree 225 of 29 December 2010, the so-called “Milleproroghe” Decree) came into force. The system of taxing the increase in the net asset value of Italian-registered funds has been abolished and replaced with taxation of the individual investors. The company has implemented the necessary changes to operational processes and IT systems to ensure compliance with the new tax treatment. PosteMobile SpA PosteMobile is an MVNO (Mobile Virtual Network Operator), operating in the telecommunications sector as a mobile Enhanced Service Provider. During 2011 the company continued to strengthen its position in the MVNO market, accounting for over 50% of the total number of lines in Italy. Within a very tough competitive environment, PosteMobile focus on maintaining and building on its “value strategy”, developing promotions designed to drive customer acquisitions, gaining new customers as a result of MNP (Mobile Number Portability) and acquiring “high value” customers. At the end of 2011 the number of lines totals 2 million (1.7 million at the end of 2010), with over 1.9 million used by consumers and more than 120 thousand by businesses. The number of SIM cards sold during the year is almost 806 thousand, with 750 thousand sold to consumers and more than 55 thousand to businesses (724 thousand SIM cards sold to consumers and 52 thousand to businesses in 2010). This strategy also involved a review of its offerings, which resulted in the launch of a number of new features for consumer customers, including new fixed price plans renewable on a weekly basis (the “30 e Lode” and “60 e Lode” plans) and price plans for contract customers (the “0 Pensieri Small” and “0 Pensieri Medium” plans). As noted above, the company also continued to expand its range of value added services, which have taken on a central role in PosteMobile’s positioning. 2011 saw the launch of the PosteMobile Store which enables users, including those with Wi-Fi access, to download an array of digital content and applications, including the “Pago Bollettino” application for paying bills using the barcode on pre-printed bills, marking a further step in PosteMobile’s commitment to integrating telecommunications with financial and postal services. In this regard, the number of mobile payment transactions carried out by PosteMobile customers during the year amounts to 18.7 million (12.3 million in 2010, up 52%), including 7.0 million outgoing payments (5.1 million in 2010, up 38%). The value of transactions amounted to 198 million euros, up on the 138 million euros registered in 2010. In terms of product sales, the most successful was “Telefono X Tutti”, enabling customers to buy a new cell phone by making an initial downpayment on delivery of the phone and paying the rest in 24 monthly instalments. This was available to both pay-as-you-go customers (from September) and contract customers (from December). In terms of the business offering, 2011 saw a strong focus on the SOHO (Small Business Home Business) segment, with both pay-as-you-go and bundled offerings. The market as a whole has taken to this type of offering which, whilst requiring upfront payment for usage, enables companies to keep a tighter rein on expenditure and significantly cut the fixed costs associated with each company SIM card. Finally, in April 2011 the transfer of Poste Italiane SpA’s telecommunications unit to PosteMobile SpA was completed, with the aim of integrating management of the Group’s mobile and fixed line telecommunications assets and obtaining the related synergies. In this regard, 2011 was taken up by integration and restructuring of the unit, with the aim of identifying and implementing potential improvements and synergies with existing infrastructure. Consorzio per i Servizi di Telefonia Mobile ScpA, which is wholly owned by the Group (51% Poste Italiane SpA and 49% Poste Mobile SpA), has been assigned the role of providing Poste Italiane with electronic communications networks and the related platforms, systems and terminals, by coordinating, organising and managing the resources, equipment and people made available by the consortium members. The consortium is also responsible for supplying the related mobile, fixed-line, integrated and value added services. During the year the company was contracted by the Parent Company to conduct a number of projects, with the most important being: the “Supply of telecommunications services and the central system, of peripheral software applications and specialist support services for the development and management of Poste Italiane’s Electronic Postman project”; the “Supply of the services involved in the generation and validation of Postepay transactions carried out using a one-time password”; the “Supply of telephone assistance via text message in connection with the Carta Acquisti programme”. Poste Italiane | Annual Report 2011 4. Areas of business 79 Europa Gestioni Immobiliari SpA The company operates in the real estate sector, managing and developing 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 difficult economic environment also impacted on the real estate sector in which the company operates, resulting in a downturn in demand and a general increase of the average time required to sell properties. Moreover, the specific nature of EGI’s portfolio and above all the fact that its properties are sited in secondary locations, and require upgrading in order to bring them up to the standards needed for the various uses, has resulted in a significant gap between demand for the company’s properties and the number on offer. In this context , the company sold a property located in Via Mazzini in Carrarra (formerly leased to the Parent Company) by public auction. A number of lease agreements were also entered into and several existing leases were renegotiated. On 17 November 2011 the tax authorities notified the company of three notices of assessment for the years 2006, 2007 and 2008 (beginning at the end of 2010 with the audit for 200833), resulting in the identification of the same irregularity in each of the three years in the official tax audit report for 2008 (dated 16 March 2011). This concerned the application, for the purposes of IRES, of art. 11, paragraph 2 of Law 413/199134 to properties of historical and artistic interest owned by EGI and leased by it to third parties. This resulted in a demand for payment of IRES of 2.4 million euros, in addition to a fine of 2.4 million euros and interest of 0.3 million euros, making a total of 5.1 million euros. The company has appealed the findings before the Provincial Tax Tribunal for Rome, where the dispute is currently pending. Postecom SpA Postecom SpA is the Poste Italiane Group company engaged in technological innovation, specialising 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, e-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. In 2011 the IT sector continued to suffer from a lack of investment by companies, reflecting uncertainty over economic recovery in Italy and at global level. Despite the fact that innovation is one of the keys to renewed growth, businesses have adopted a traditional approach, primarily focusing on the launch of initiatives aimed at tactical innovation of their offerings and output at the expense of a strategic adoption of ICT systems. Despite cuts in public expenditure on the digitalisation of administrative processes, the government continued with the 2012 e-Government Plan, bringing together a range of digital innovation projects designed to benefit health, education, justice and business . The aim is to modernise the Public Sector and make it more efficient and transparent, thus improving the quality of services provided to the public and to businesses and cutting the cost to the country. The company developed its organisational model during the year in order to boost its market presence and the process of innovating its products and services. The key elements of this process were the reorganisation of sales and the creation of marketing and customer service teams. In addition, in order to combine efforts to develop the Group’s web presence, the Parent Company transferred its web-related activities and the related staff to Postecom. PosteShop SpA Is the Group company that sells leading branded products through the post office network, through direct or catalogue sales, over the internet at www.posteshop.it and via the Contact Centre. In addition, by leveraging Poste Italiane’s specific capabilities, it is able to supplement its offering with services such as home delivery for catalogue orders, payment by direct debit from a BancoPosta account, hire purchase and promotional mobile prices for people buying a cell phone. 33. On 22 December 2010 the tax authorities began a limited audit of the accounting entries made for the purposes of income tax, IRAP and VAT (relating to certain items in the declaration for the 2008 tax year). As a result of this audit, which was completed on 16 March 2011, the tax authorities acknowledged that EGI’s approach to assessing the tax payable on gains from the sale of properties was legal and correct. 34. Article 11, paragraph 2 of Law 413/1991 (the "attachment" to the 1992 Budget Law) established that income from properties of historical or artistic interest should be determined by applying the lowest of the estimated tariffs for housing in the census district in which the building is located. Report on Operations 80 The Company also runs 217 "Shop in Shop" outlets, shops set up in the public area of main post offices, where it is possible to buy books, school and other stationery, toys and gifts, CDs, DVDs and other items. During the year the company continued with its reorganisation of its sales channels, modifying its sales model with the aim of converting from a standardised offering for each channel to an offering designed for each channel’s target customers. The company has also begun the process of improving the layout of its “Shop in Shop” outlets, work on the revamp of its e-commerce platform and the development of sales via postmen and women forming part of the Innovative Services unit. In terms of commercial initiatives, the sale of lottery scratch cards, launched in the previous year, continued to be a success, with sales being extended to 1,500 post offices. This resulted in commissions of 2.2 million euros on total takings of over 28 million euros. 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 decided to fine the company 100 thousand euros. The appeal against the fine before Lazio Regional Administrative Court was turned down on 10 November 2010 and Posteshop SpA filed appeal with the Council of State on 11 March 2011. The appeal is pending. Poste Energia SpA Poste Energia is the Group company set up to procure electrical energy from the national grid in order to meet the needs of the Parent Company and the subsidiaries, SDA Express Courier and Europa Gestioni Immobiliari. Poste Energia provides power procurement advisory and cost analysis services to Postel and its subsidiary, Docutel, as well as providing power consumption reports for 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. With regard to accounting regulations, Poste Energia has adopted IFRS as of the preparation of its financial statements for 2011. This has been done to ensure consistency with the Parent Company and in view of the fact that the limits for adoption of international accounting standards, as defined by Legislative Decree 173 of 3 November 2008, have been reached. Global Cyber Security Center Foundation In 2011 Poste Italiane renewed its commitment to research into and raising awareness about cyber security via the Global Cyber Security Center Foundation, whose aim is to promote and carry out studies, research, projects and initiatives relating to IT and telecommunications security. In addition to the founder members ENEL and MasterCard, ALMAVIVA has also decided to participate. In 2011 the Foundation continued with the research begun in 2010 aimed at: the study of Cyber Security strategies; the study of the strategic, legal and operational aspects of managing digital identities35; internet security; guidelines for SCADA (Supervisory Control And Data Acquisition) systems security36 for the energy sector; the platform for the exchange of online fraud information between public security agencies and banks. In addition to taking part in numerous related national and international events and workshops, in 2011 the Foundation was engaged in raising awareness of security-related issues by producing a newsletter and publishing articles in leading scientific journals. 35. The digital identity is the set of data and resources provided by an information system to a particular user. 36. "Supervisory Control And Data Acquisition" refers to a distributed information system for the electronic monitoring of physical systems. Poste Italiane | Annual Report 2011 4. Areas of business 81 4.4.2 OPERATING RESULTS BancoPosta Fondi SpA SGR Total assets under management in relation to the company's lines of business at 31 December 2011 amount to 17.2 billion euros (16.1 billion euros at 31 December 2010, marking an increase of 7%). Third-party and proprietary collective investment funds have assets of 3,492 million euros (3,629 million euros at the end of 2010), whereas Individual Investment Portfolio assets managed for the insurance company, Poste Vita, amount to 13,693 million euros (12,484 million euros at 31 December 2010). Gross inflows into collective investment funds amount to 887 million euros, compared with the 934 million euros of the previous year (down 5%), whilst redemptions amounted to 1,022 million euros, up on the 839 million euros of 2010. The performance of gross inflows and redemptions resulted in a net outflow of 135 million euros, compared with a net inflow of 95 million euros in 2010. The principal contribution to total gross inflows in 2011 came from income distribution bond funds of the “Buy-and-hold” type, which attracted inflows of 406 million euros (equal to 46% of total inflows), followed by bond funds (360 million euros, equal to 41% of total inflows), equity funds (60 million euros) and balanced funds (37 million euros). Otherwise, customers invested in flexible funds (24 million euros). Redemptions were concentrated mainly in bond funds (50% of the total). The company reports a profit of 8.5 million euros (17.1 million euros for 2010). PosteMobile SpA In keeping with the commitments set out in its Business Plan, during 2011 PosteMobile continued to achieve growth, consolidating its financial independence. The results reflect increased revenues, driven partly by customer acquisitions and constant attention to costs. Revenues from sales and services are up 60.8% (276.5 million euros in 2011, compared with 171.9 million euros in 2010), driven by an acceleration of growth in all segments of the business and an increase in the basis of consolidation37. Voice services, with revenue of 175 million euros in 2011 (136 million euros in 2010), rose due to expansion of the customer base and an increase in traffic volumes. The cost of goods and services kept pace with revenue, increasing as a result of traffic growth from 140.7 million euros in 2010 to 216.0 million euros in 2011. Overall, the performance resulted in operating profit of 26.3 million euros (9.5 million euros in 2010) and profit for the year of 16.6 million euros (5.5 million euros for 2010). Europa Gestioni Immobiliari SpA The sale of the property in Carrarra, accounted for in properties held for sale, generated revenue of 2.6 million euros and a gain of 1.4 million euros (a gain of 2.1 million euros in the consolidated financial statements), whilst rental income totals 16.8 million euros (18.6 million in 2010). Overall, revenues from sales and services are down from 40.6 million euros in 2010 to 19.4 million euros in 2011, reflecting gains of 21.9 million euros generated in 2010 on the sale of two properties accounted for in investment property. The cost of upgrading its property assets (excluding technical consultancy) amounts to 2.2 million euros (1.9 million euros in 2010). Operating profit is thus down from 30.1 million euros in 2010 to 6 million euros in 2011, whilst profit for the year is 6.4 million euros (18.3 million euros for 2010) and takes account of a 1.6 million euro reduction in income tax expense for previous years and lower deferred tax liabilities on gains38 following the conclusion, on 16 March 2011, of the limited tax audit regarding certain items in the tax declaration for the 2008 tax year. On completion of the audit, which began in December 2010 and which found that the company had correctly and legitimately calculated taxation on the gain on 37. The total contribution to revenues from the telecommunications unit transferred from Poste Italiane amounts to 53.9 million euros. 38. At 31 December 2011 deferred tax liabilities amount to 9.4 million euros, compared with 14.8 million euros at 31 December 2010. Report on Operations 82 property sales, EGI revised its income tax expense for 2010 with respect to the amount accounted for in the financial statements for 2010. Postecom SpA The company’s revenues from sales and services are up 5.7% in 2011 (79.7 million euros in 2011, compared with 75.4 million euros in 2010). This increase is essentially due to income from the development and supply of web-based information services for Group companies, which is up 21% on the previous year and accounts for 69% of total revenue (60% in 2010). The cost of goods and services is up from 41.7 million euros in 2010 to 50.7 million euros in 2011, primarily reflecting the supply of the technical services necessary to ensure provision and development of the services sold primarily to the Parent Company, using external contractors. Operating profit for the year is 5.8 million euros (0.1 million euros in 2010) and profit for the year is 4.1million euros (a loss of 1.1 million euros for 2010) This takes account of finance income (1.6 million euros) generated by the sale to Postel SpA, on 24 March 2011, of the company’s shareholding in the Poste Link consortium. PosteShop SpA The general downturn in consumer spending and reorganisation of the sales network resulted in a 15% reduction in revenues from sales and services (46 million euros in 2011, compared with 54 million euros in 2010 ) accompanied by a 21% decrease in the cost of goods and services from 52 million euros in 2010 to 41million euros in 2011, partly as a result of an improvement in the company’s cost controls, involving the optimisation of distribution procedures and the rationalisation of stocks. Overall, the company’s performance resulted in operating profit of 2.1 million euros ( a loss of 2.3 million euros for the previous year). Poste Energia SpA The company's revenues from sales and services increased in 2011 from 74.5 million euros in 2010 to 81 million euros in 2011, primarily due to rising energy prices. Operating costs are also up, increasing from 74.3 million euros in 2010 to 81 million euros in 2011. Poste Italiane | Annual Report 2011 4. Areas of business | 5. Distribution channels 83 5. DISTRIBUTION CHANNELS Over the years, in response to the diverse requirements of its customers, Poste Italiane has activated several contact channels including Counters, Financial/Loan Product areas, the network of PosteShop outlets consisting of “Shop in Shops” set up in post offices, the PosteImpresa network, the Contact Centre, screen-based systems, the website and just recently the most innovative social networks, Facebook and Twitter and the YouTube channel, which confirm the Group's willingness to continue its development path, by optimising customer management and its positioning on the web, and innovating online communication. Sales and contact channels regarding Retail customers, Small and Medium Enterprises (SMEs) and some Local Government customers are supervised by the Private Customer function, which coordinates the network of post offices and contact centre services. The Large Account and Public Sector function is responsible for developing business with Large Accounts and some Local Government and Central Government customers. 5.1 RETAIL/SME As already mentioned in the section on Organisation, the Private Customer function was restructured in 2011 thus allowing the Company to focus on sales and sales support processes and boost its capacity to protect market share in order to develop growth opportunities in the Retail and Business segments. These efforts arose from, among other things, the introduction of standards that guarantee a consistent approach at local level and enhancement of the flexibility tools provided for in the new Collective Labour Contract, in order to bring the opening hours of retail and PosteImpresa offices into line with customers' requirements. In this regard, activities aimed at enabling rapid customer access to services continued via the queue management system (2,857 systems up and running at the end of 2011) and the acquisition of 1,100 ATMs to extend the current national network (the total nationwide network includes more than 6,000 ATMs). Additional separate Postamat windows have also been introduced in some post offices. As of 31 December 2011, 2,653 post offices have Postamat tills (2,609 as of 31 December 2010), with a total of 3,648 counters reserved for BancoPosta current account holders (3,594 as of 31 December 2010). The PosteImpresa channel, which at 31 December 2011 comprises 258 PosteImpresa Offices and 213 Specialist Areas and registers an increase in the number of PT-Impresa customers, has continued to play an important role in developing business with SMEs, strengthening its presence in markets with higher concentrations of this type of customer. Indeed, activities were focused on proactive customer management, which was also partly enabled through the upgrading of IT systems. In particular, a new module of the CRM (Customer Relationship Management) tool was introduced, aimed at increasing customer loyalty via cross-selling and up-selling techniques. Report on Operations 84 5.2 BUSINESS AND PUBLIC SECTOR During the year the Company continued its efforts to step up customer management and development in all phases of the marketing process (pre-sales, sales and after-sales), with the aim of maintaining postal volumes with large customers, and increasing sales of innovative services. Specifically, activities focused on: • efforts to keep business with large and public sector accounts that are increasingly subject to competition (commercial staff were engaged in helping end users find better solutions for their mailing and payment needs); • strengthening the degree of specialisation among commercial staff in regard to market segments with the greatest sales potential, such as local authorities, healthcare providers and local tax offices; • definition of new development strategies with the help of commercial agreements with partners that can disseminate innovative service offerings; • development of public sector projects. In particular, the Company was awarded the contract regarding the Fifteenth National Census of Households and Dwellings, which entailed delivery of questionnaires to households and other materials to municipal Census Offices. Moreover, following the agreement signed with the Ministry of the Interior – Traffic Police, a branch of the Integrated Notification Service centre in Fiumicino, called the National Infraction Assessment Centre, will be set up to manage the fining procedure relating to automatically recorded infractions. 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 20 million contacts during the year, 90% 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 Poste Shop products; and assistance to the sales network regarding Poste Mobile products The most important initiatives during the year include: • integration of Contact Centres and Centralised Service Team operating centres that deal with the processing of financial product and service matters, in order to improve and complete the after-sales service (specialised support regarding Conto InProprio, Conto Più, Conto Click, etc.); • establishment of Specialist Units as part of the Centralised Service Teams to handle loans and probate issues in order to provide specialist support to post offices and improve integration with front-end staff; • activities aimed at gathering suggestions for improvements to service quality, such as customer satisfaction surveys focusing on assistance at post offices, and the setting up of working groups involving the participation of 12 post office managers; • stepping up assistance to users of the www.poste.it website and related services, regarding such cases as loss of access data and/or denial of access, which require swift intervention; • setting up of campaigns in support of the distribution network which, via booking of appointments at post offices and/or Posteimpresa offices, are aimed at disseminating specific products (e.g. PosteVita’s pension products, bundled products aimed at specific targets). The web distribution channel, managed by the Group company Postecom via the www.poste.it website, represents an access point for online services for around 7.0 million retail and business customers. In 2011, in order to strengthen the Company's web presence and image, simplify means of identifying information content and improve access to services offered for all types of customer (Private, SMEs, Large Account and Public Sector), an initiative was launched to restyle the website, which affected both the pre-login and post-login areas. Poste Italiane | Annual Report 2011 5. Distribution channels 85 Another new element in customer relationship management was the opening of an official Poste Italiane page on the social networking site Facebook, as an everyday channel for engaging with and dialoguing with customers, which saw more than 31 thousand friends register during the year. Belief in the importance of social networking also led the Company to use the YouTube channel to disseminate official corporate videos (institutional and commercial tutorials), and activate the Poste Deliveries channel on Twitter, where assistance is provided on tracking postal products. The process of web positioning development was launched. This will involve a programme of change that will encourage convergence and integration of the virtual and physical channels in order to achieve new customer targets and optimise internal working processes. The main activities during the year designed to enable use of increasingly advanced services provided via the www.poste.it website include: • construction of a new technological platform regarding digital services for retail customers (Postemailbox offering); • creation of a new retail customer registration procedure that centralises all customer data at Customer Relationship Management (CRM) and enables simplification of contract activation for both customers and the Company; • re-engineering of various applications, with a view to making the process of changing website content faster and more flexible, as well as the addition of a new search engine to make web content browsing more user-friendly. This new engine, based on Cogito technology, will enable searching of the www.poste.it website, as well as all the main Poste Italiane Group websites; • activation of a new search service for post offices, integrated with Google Maps, which, in addition to all the usual post office search options (opening times, available counter services, post office ATMs), will offer all the potential of geolocalisation and proximity services (find nearest post office, satellite view, street view, route planner and others). Finally: • post-login services for retail customers of the PosteVita insurance group have been expanded, partly to adapt them to the new Postemailbox platform, and a new area reserved for business customers, of which the main service regards management of employee termination benefits, has been created; • some of the applications of the PosteShop website have been upgraded, regarding the section of the public area that showcases products and the e-commerce area. Report on Operations 86 6. HUMAN RESOURCES 6.1 WORKFORCE DATA 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 2010 718 14,752 128,505 5,474 2011 734 14,853 126,470 4,367 31 Dec 2010 717 14,538 125,953 4,357 31 Dec 2011 712 14,829 123,889 4,048 Total workforce on permanent contracts 149,449 146,424 145,565 143,478 42 33 44 44 34 32 51 48 149,524 146,512 145,631 143,577 Traineeships Apprenticeships Total Average Flexible workforce 2010 2011 Temporary contracts Fixed-term contracts 125 2,195 140 1,801 Total 2,320 1,941 151,844 148,453 Total permanent and flexible workforce (*) All workforce data is expressed in full-time equivalent terms. Poste Italiane | Annual Report 2011 6. Human resources 87 Poste Italiane SpA Number of employees(*) Average Permanent workforce End of reporting period 2010 2011 31 Dec 2010 31 Dec 2011 Senior managers Middle managers (A1) Middle managers (A2) Grades B, C and D Grades E and F 597 5,725 8,081 126,294 5,419 584 5,788 7,890 124,111 4,321 584 5,705 7,844 123,727 4,311 556 5,783 7,806 121,485 4,005 Total workforce on permanent contracts(**) 146,116 142,694 142,171 139,635 23 - 14 - 12 - 17 - 146,139 142,708 142,183 139,652 15 2,126 76 13 2,077 52 14 2,190 34 12 1,864 42 Traineeships Apprenticeships Total (**) including: - Seconded - Suspended without pay - Seconded to Group companies Average Flexible workforce 2010 2011 Temporary contracts Fixed-term contracts 11 2,081 25 1,701 Total 2,092 1,726 148,231 144,434 Total permanent and flexible workforce (*) All workforce data is expressed in full-time equivalent terms. Report on Operations 88 6.2 TRAINING Training activities supported implementation of organisational changes in Postal Services, business innovation for Private Customer activities and specialist technical refresher courses for staff positions. A total of 435 thousand person days of training were provided, of which 247 thousand in the classroom and 188 thousand through e-learning. CLASSROOM COURSES (person days) 31 Dec 2010 Senior managers 43,614 3,029 156 46,799 31,955 4,329 454 36,738 146 149 33 328 239 422 49 710 151,118 61,421 1,248 213,787 154,535 47,922 765 203,222 2,272 4,467 261 7,000 2,144 4,486 411 7,041 197,150 69,066 1,698 267,914 188,873 57,159 1,679 247,711 Grades B-C-D-E-F Postal Services Financial Services Private Customer/LAPS Central functions Total 31 Dec 2011 Middle managers (A1 e A2) Total Grades B-C-D-E-F Middle managers (A1 e A2) Senior managers Total E-LEARNING COURSES (hours) 31 Dec 2010 Senior managers 43,837 471 5 44,313 69,007 3,424 12 72,443 861 24 - 885 3,680 696 9 4,385 557,689 126,326 17 684,032 1,099,141 162,634 1,582 3,318 3 4,903 5,975 6,488 603,969 130,139 25 734,133 1,177,803 173,242 83,885 18,075 3 101,963 163,584 24,061 Grades B-C-D-E-F Postal Services Financial Services Private Customer/LAPS Central functions Total Total person days 31 Dec 2011 Middle managers (A1 e A2) Total Grades B-C-D-E-F Middle managers (A1 e A2) Senior managers Total 68 1,261,843 82 12,545 171 1,351,216 24 187,669 Regarding classroom training, in support of business development in the credit sector, the "Credit culture and techniques" training course was launched for the Private Customer function. Aimed at more than 5,500 staff including branch and post office managers and local sales department managers from southern Italy involved in the Banca del Mezzogiorno project, this course was designed to develop the skills involved in processing loan applications and the methods for presenting products to customers. Moreover, to give fresh impetus to sales network activities, a training course on advanced sales techniques and methods was developed for around 400 local sales staff. Training was also given to 2,800 new counter staff and around 300 post office managers who are to act as trainers with a view to improving knowledge dissemination in post offices. In the Postal Services segment, initiatives were implemented, amongst others, in support of change management, involving more than 2,000 people performing various roles. The programme also included teaching modules on communication, problem solving and time allotted to team building. Training also continued in support of the Innovative Services Unit project, aimed at developing customer management skills, which involved around 1,000 staff including postmen and women and foremen and women. Training courses aimed at operating staff primarily regarded the Real Estate, Information Technology, Administration and Control, Safety & Security and Internal Auditing functions at BancoPosta. Poste Italiane | Annual Report 2011 6. Human resources 89 Around 200 individual training courses were provided, aimed at upgrading the managerial skills of staff involved in development processes. On the e-learning front, 30 training courses and online programmes were provided to more than 146,000 staff39, with a total of over 1 million enrolments and an average of around 7 courses per person. For staff in the Private Customer function, ongoing regulatory and procedural developments regarding anti-money laundering once again required special initiatives in 2011, entailing provision of 5 courses to staff operating in post offices, with a total of more than 120,000 enrolments. A course entitled “Market abuse in practice” dealt with issues relating to specific cases of potential corporate crimes; aimed at post office managers and retail customer sales specialists, the course registered participation by more than 17,000 staff. With a view to explaining the obligations provided for by Bank of Italy regulations aimed at safeguarding the accuracy and transparency of contractual conditions, and indicating which transactions and services are affected by advertising and precontract information regulations, a "Banking Transparency" training course was launched. The course, which will continue in 2012, was aimed at customer contact staff and involved more than 35,000 participants. As already mentioned, to support the launch of the Banca del Mezzogiorno, an integrated training course (classroom and e–learning modules) was started up involving more than 5,500 staff. The e-learning component entailed provision of 4 online courses to staff in the regions given priority in the activation (Abruzzo, Sardinia, Campania, Molise, Basilicata, Calabria, Puglia and Sicily). The courses are aimed at acquiring technical knowledge of key loan products for businesses, as well as in-depth information on the world of credit (players, roles, tools, guarantees). With a view to upgrading the skills of savings and investment product sales staff regarding markets and financial instruments, a programme including 7 online courses on savings management was launched; the initiative was carried out by ABIformazione and personalised for Poste Italiane thanks to intensive specialised tutoring. During 2011 the project involved more than 2,300 retail customer sales specialists. Regarding activities connected with the 2011 ISTAT Census, an online course was provided in September that enabled all counter staff, with a total of more than 44,000 participants, to learn the correct procedures relating to the management, filing and distribution of the documentation received, in accordance with legal provisions. Finally, the programme regarding the certification of professional requirements for insurance service operators resulted in the issue and signature of more than 149,000 certificates, using a tried and tested system of training programmes, processes and dedicated management systems, to the more than 18,000 operators who work in this sector. Regarding e-learning initiatives for the Postal Services function: • provision of the "Basic computer literacy" training programme was completed in December 2011. The training included 771 classroom sessions, focused on practical exercises aimed at learning the main functions regarding personal computer use, and the basic skills required to access the training environment. Around 7,000 staff from all parts of Italy were involved. • The “Electronic Postman – payments via POS” course, aimed at illustrating cash-on-delivery payment operating procedures via PosteMobile cards and SIMs, took place. Provided via both e-learning and mobile learning using palmtop computers, the course involved around 10,500 postmen and women. • With a view to illustrating the operating procedures regarding management of other operators' mail, in connection with deregulation of postal services, 3 online courses were provided, tailor-made to meet the requirements of different participants. The programme, aimed at Network Centre and Delivery Centre staff, registered more than 58 thousand participants. Finally, with a view to speeding up and facilitating enrolment procedures regarding courses on regulations for staff who have recently taken up new positions, a Regulations Schedule was activated in May. In the space of a few months, this constantly updated catalogue of courses available to all training facilities has enabled automatic monitoring and registration of high levels of compulsory enrolment (an average of 91.4%). 39. Number of staff expressed as headcount rather than as full-time equivalents. Report on Operations 90 Funding As part of the activities of the Ente Bilaterale per la Formazione e Riqualificazione del Personale (the Bilateral Agency for Staff Training and Retraining), efforts continued to recover costs relating to training activities from both the Solidarity Fund and the Fondimpresa inter-professional fund. With respect to the Solidarity Fund, 17 reimbursement applications were submitted to INPS regarding 39 training programmes involving reimbursements totalling around 19 million euros, of which 83% relate to classroom activities and 17% to e-learning courses. Regarding Fondimpresa, funding for 16 training plans with a value of around 2 million euros was applied for, whilst 300,000 euros was received during the year for 5 plansi. 6.3 HUMAN RESOURCES MANAGEMENT Recruitment policies in 2011 primarily regarded: • engagement of young people to strengthen and rejuvenate front-end staff (counter operators, commercial specialists and so-called multilingual staff); • recruitment, mainly in the business and IT functions, of staff with specific professional skills that would be difficult to find within the Company, including staff allocated to the Banca del Mezzogiorno project; • engagement of young interns with high development potential, primarily graduates in engineering and economic subjects, and recruitment of those finishing their internships during the year. Internal recruiting and selection procedures (enhancement of graduates in service and job posting) were also stepped up; these are vital in meeting emerging needs and at the same time ensuring staff motivation and development. Moreover, in line with the agreements with the labour unions of January 2006 and July 2008, the process of integrating within the Company people who had previously worked for Poste Italiane on fixed-term contracts was completed. As usual, in applying staff management, development and training policies, the Company used the performance appraisal procedure for middle managers and other staff members in 2011, involving appraisal of approximately 82 thousand employees (compared with around 79 thousand in 2010) and more than 5,000 appraisers. Eight sessions were held at an Assessment Centre to find suitable candidates for senior positions; 64 middle managers were involved in the assessments. 98 other sessions were held in parallel, with 570 existing clerical and executive staff to identify employees suitable for career development. Furthermore, 18 new graduates were assessed in three sessions for placement in operational and commercial positions at post offices. As in previous years, remuneration systems were revised in 2011 via application of multiple incentive40 schemes 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 the pay of key management personnel with market practice. The structure of the incentive scheme, involving quarterly incentives, was confirmed and extended in 2011, 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 with postmen and women, which introduced the Innovative Services Unit last year, was confirmed in 2011. This incentive scheme is designed to encourage staff to provide information about and sell Poste Italiane’s services. 40. 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 and/or going above commercial budget targets, whilst also taking into account the vital importance of customer satisfaction and loyalty; - incentive scheme by objectives 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 2011 6. Human resources 91 6.4 INDUSTRIAL RELATIONS Industrial relations activities in 2011 primarily saw the Company and labour unions involved in procedures to renew the Collective Labour Contract for non-managerial staff, which was signed on 14 April 2011. This was a joint agreement reached in terms of financial aspects, which contains some new elements of flexibility regarding the management of employment relations. In application of the provisions of the union agreements regarding collective bargaining arrangements, the effectiveness of the contract that lasts for a three-year period was adjusted in relation to both pay and conditions, which will now be in effect from 1 January 2010 to 31 December 2012. In terms of relations between the labour unions and the Company, matters regarding primary and secondary bargaining were more clearly defined, procedures for renewal of the collective contract were reviewed and the participatory nature of the model via improved definition of the functions of the joint bodies was reaffirmed. In terms of pay, one of the most significant aspects is the increase in the minimum wage to an average, once fully implemented, of 100 euros for grade C staff, who make up the bulk of the Company's personnel. This adjustment is in line with the outcomes of the main collective contracts already renewed. Regarding conditions, the regulations governing trainees were made fully operative by enabling training to be carried out entirely within the Company. Part-time employment, which facilitates flexible employment, was also enhanced with the introduction of a new flexible clause exclusively aimed at vertical part-time contracts, which allows staff to perform their duties during periods not included in the individual employment contract. Another innovation regards the establishment of an individual hour count, which allows any additional hours worked to be specifically compensated for. Regarding social protection, specific measures were implemented regarding sick leave (including extension of the number of particularly serious illnesses) and maternity leave, in confirmation of the attention paid by the Company to social issues, the needs of staff and work-life balance requirements. Finally, a section was introduced regarding social policies, training, and staff enhancement and development, which systematises the previous contractual provisions. Finally, on 21 September 2011, the "cooling off" and conciliation procedure provided for in the above-mentioned Collective Labour Contract of 14 April 2011 was completed. In October the Company paid out a portion of the total performancerelated bonus for 2011, which on average amounts to 935 euros. During 2011 all the Bilateral Agencies continued their activities. In particular, by conducting technical investigations, the Ente Bilaterale per la Formazione e Riqualificazione del Personale (the Bilateral Agency for Staff Training and Retraining) supported the preparation, presentation and activation of numerous projects and the signing of three agreements that enabled access to funding granted by Fondimpresa and the Solidarity Fund. Regarding the activities of the Organismo Paritetico Nazionale (Joint National Body), initiatives aimed at implementing legislation relating to stress in the workplace were launched. Specifically, an assessment procedure was launched regarding the risk of stress at the workplace, entailing preparation of a time schedule (indicating activities to be carried out and their related implementation times, in order to record any risk factors and identify actions designed to eliminate them). A permanent working group was also set up to deal with the various activities provided for in the time schedule. The Italian National Equal Opportunities Commission, acting in accordance with the 2010-2012 Action Plan completed, among other projects, a training program for members of the Regional Equal Opportunities Commissions for the purpose of gaining greater insight into the relevant legislation. Efforts regarding sustainability issues, especially social policies, focused on improving the quality of work and the wellbeing of persons. Social policies for employees related to the development of work-life balance initiatives and the provision of real support for families, including specific projects for deprived persons. Report on Operations 92 Regarding the spread of teleworking, staff access to this form of employment was extended and an average of 60 new workstations were activated during the year. Results have been positive, with increased productivity of around 30% and a similar reduction in the amount of absenteeism. Efforts were stepped up during the year regarding the project for the employment of the disabled, aimed at identifying concrete measures to encourage the inclusion and enhancement of the disabled and, in general, help remove physical, sensory and cultural barriers in workplaces, service areas and social meeting places. With regard to trade associations, management and coordination of Company representatives at local business associations continued. Moreover, with a view to boosting the Company's presence within Confindustria (Confederation of Italian Industry), all the necessary preparatory activities for the establishment of a new professional association (drawing up of the Statutes in agreement with the competent functions, identification of the headquarters, planning of the organisational structure, identification of funds to be allocated while maintaining total costs unchanged) were carried out and completed. Thus, Poste Italiane will be one of the founder members of the association and intends to extend its representation to companies that provide network services. The association will be formally established in early 2012. 6.5 LABOUR DISPUTES In 2011 the number of labour disputes regarding fixed-term contracts rose substantially from 2,761 in 2010 to 4,761 in 2011. This increase most likely stems from the entry into force of Law 183/10 (the so-called Collegato Lavoro legislation), which introduced a shorter time limit for out-of-court challenges to fixed-term contracts and stricter time limits for taking subsequent legal action. This provision also set a cap equivalent to a maximum of 12 months' pay on compensation due to an employee in the event of court-imposed conversions of fixed-term contracts. This cap, to be reduced by 50% for companies that implement recruitment lists also applicable to the permanent employment of workers formerly on fixed-term contracts, is also applicable to all pending judgments on the date the law comes into force. In this respect, on 11 November 2011 the decision of the Constitutional Court, which ratified the complete legitimacy of the cap on compensation, was filed, thereby confirming the validity of Poste Italiane's defence. The percentage of cases lost regarding fixed-term contracts, relating to appeals filed in the previous year and pending decision, stood at 34% (compared with 46% in the previous year). It should also be noted that during 2011, while awaiting the Constitutional Court's above decision, several pending judgments were postponed. Regarding flexible work (temporary and contract work), 293 appeals were lodged compared with the 359 registered in 2010, thus confirming the downward trend for this type of dispute. The percentage of cases lost also registered a substantial reduction: 44% compared with the 51% registered at 31 December 2010. The number of disputes arising from new contractual terms and conditions is still at normal levels, given the number of staff employed, and registered a reduction with respect to the previous year: 1,846 contestations in 2011, compared with 2,470 in 2010. Poste Italiane | Annual Report 2011 6. Human resources | 7. Investment 93 7. INVESTMENT (€m) 2009 2010 2011 Intangible assets Property, plant and equipment 185 269 156 224 154 190 Total Capital expenditure Financial investments 454 17 380 6 344 478 Total investment by Poste Italiane SpA 471 386 822 7.1 FINANCIAL INVESTMENTS Amounts invested in 2011 by the Parent Company in subsidiaries and associates relate to the following events: • a capital increase of 305 million euros regarding Poste Vita SpA was subscribed to, in order to equip the company with the capital necessary to fund its future growth, and at the same time ease any pressure on the solvency margin resulting from a worsening of the structural crisis in the international financial system and continuing financial market volatility. The company also approved repayment of a portion of outstanding subordinated loans due to Poste Italiane SpA; • acquisition, at a price of 140 million euros, of the entire share capital of Unicredit MedioCredito Centrale SpA41, a company that promotes and manages government subsidies for businesses designed to support economic development; • the capital increase carried out by the subsidiary, PosteMobile SpA, via the contribution of Poste Italiane SpA’s Telecommunications unit on 31 March 2011, with a carrying amount of 30 million euros. Since the contribution, which was completed on 12 April 2011, the infrastructure platform and fixed telecommunications services for the Group's network of post offices has been managed by PosteMobile; • a contribution of 3 million euros paid to Mistral Air Srl to cover losses incurred as of 30 June 2011. 41. On 21 November the bank changed its name to “Banca del Mezzogiorno – MedioCredito Centrale SpA” (abbreviated as “BdM - MCC SpA”). Report on Operations 94 7.2 CAPITAL EXPENDITURE The Parent Company’s capital expenditure of 344 million euros represents 83% of the Group’s total investment. As shown in the chart below, 57% of this amount regards ICT (Information & Communication Technology), 30.5% modernisation and renovation of buildings and 12.5% postal logistics. 57.0% 30.5% Modernisation and upgrade of properties Postal logistics IT and telecommunications networks 12.5% 7.2.1 IT AND TELECOMMUNICATIONS NETWORKS The need to develop the Group's business and pursue a policy of integrating and diversifying its products and services, has driven ongoing evolution of technological infrastructure, resulting in the continuation of ICT (Information & Communication Technology) activities in 2011, in line with the strategy implemented by the Group in recent years. With a view to ensuring consolidation and ongoing development of the corporate Telecommunications Network, also regarding the development of applications and services, before the transfer of the Telecommunications Network to the subsidiary Poste Mobile in April 2011, the Parent Company carried out development initiatives, entailing the fitting out of new spaces, to upgrade the network infrastructure of Data Centres (especially at the centres in Rozzano and Pomezia), and other development initiatives were implemented on the network's perimeter security entailing the installation of new firewalls42 at Data Centres. Rollout of the Content Delivery Network (used in the distribution of digital content) also continued, including a total of 3,300 peripherals installed with the aim of improving transmission quality and expanding data transmission capacity. Also regarding the ICT infrastructure platforms, consolidation and development of hardware, storage and backup systems continued, as well as activities aimed at redesigning and implementing the Group's server farm infrastructure. Over the years these activities have led the original 35 system rooms distributed nationwide to be reduced to 5 national hubs. The main initiatives involved technological updates and the adaptation of systems to meet new requirements that emerged during the year, as well as consolidation and disposal of obsolete hardware (disposal of around 324 systems). Regarding equipment, upgrades were made to Data Centres to meet the operating requirements of installed computer systems, and works were begun on the construction of a new Data Centre in Turin. On the computerisation front, updating of hardware and software continued at post offices and administrative offices with the acquisition of more than 60 thousand pieces of equipment, including personal computers, printers, POS, franking machines, cheque readers and other goods. Initiatives to computerise Customer Relationship Management (CRM) and Enterprise DataWarehouse (EDWH) continued. The aim was to increase the effectiveness and efficiency of the sales network, support the launch of new commercial offerings tailor-made to customer requirements, and optimise integrated management of processes and customer and product data that serve various corporate businesses. The main CRM initiatives included: extension of counter appointment 42. A hardware or software network device that filters all incoming and outgoing packets, to and from a network or computer, applying rules that contribute to its security. A filter is placed on incoming and outgoing connections, which enables the device to raise the level of network security and allows internal and external users to operate in conditions of maximum security. Poste Italiane | Annual Report 2011 7. Investment 95 booking facilities to all retail post offices (around 41,000 users); creation of new dedicated reporting services for sales and marketing departments (around 30,000 users); development of the internet channel; and enablement of integrated management functions with Banca del Mezzogiorno – MedioCredito Centrale SpA regarding provision of loans to companies. On the EDWH front, activities continued aimed at integrating corporate information assets and developing customer data records and the products and services catalogue. Also regarding corporate IT infrastructure, during 2011 the infrastructure and application components of the Service Delivery Platform (SDP), which redesigned the old counter system via the construction of a multi-channel platform through which all Poste Italiane's distribution channels now pass, were completed. At 31 December 2011 the platform was operating in all post offices, with more than 52,000 work stations. The average volume of daily operations (movements tracked in the database) exceeds 8 million, with peaks of around 10 million movements in the first few days of each month. Regarding financial and insurance systems, activities continued in relation to compliance with Italian and international regulatory requirements (including the new Banking Transparency regulations, rules issued by the tax authorities regarding the tax roll and monthly reporting requirements), and to upgrading to meet the technological and security standards required by the international VISA and Mastercard circuits. Moreover, the website www.postepay.it dedicated to Postepay cards was completed, and in June Poste Italiane launched the Trading On Line (TOL) service, which allows customers to trade on the secondary market and subscribe to offerings on the primary market on line, without the need to go to a post office. The applications platform for the insurance company, Poste Assicura, was also released. 7.2.2 RESTYLING AND UPGRADING OF POST AND DELIVERY OFFICES Poste Italiane SpA allocated 30.5% of its capital expenditure to restyling and upgrading of post and delivery offices. These activities include building works (waterproofing and roofing, works on external facades, repair and renovation of frontages, internal restructuring of premises and other buildings); technical and/or equipment works (extraordinary maintenance works, repair and upgrade of electric, heating and air conditioning equipment, as well as of thermal and other electric power plants); and works aimed at improving workplace health and safety. These efforts bear witness to the attention paid to customers in terms of environmental quality and ease of access, and represent an additional tool for leveraging commercial growth and greater customer satisfaction. For example, the restyling initiatives offer customers and counter staff a more functional and comfortable environment. Specifically, restyling and upgrading of post and delivery offices entailed overall renovation of 70 post offices and partial renovation of 1,002 post offices. The latter included, among other things, stepping up active security measures at post offices via the activation, integration or replacement of alarm and video surveillance systems, as well as passive security measures via implementation of robbery protection systems, based on analysis of previous robberies carried out. Report on Operations 96 7.2.3 POSTAL LOGISTICS The main initiatives implemented in 2011 regarded completion of the restructuring of logistics and operations project, based on provision of the postal service five days a week (Progett8VENTI). Among other things, 204 infrastructure upgrades were carried out (198 at Distribution Centres and 6 at Sorting Centres), which enabled improvement of workplaces in terms of safety, comfort and operability. Regarding the logistics network consolidation project, investment was carried out that involved installation of two tray sweeping systems (TSS) for the automated emptying of mail trays at the Milan Peschiera Borromeo and Turin centres, and measures were also implemented to boost production capacity at the sorting facilities at the main sites. Regarding the reorganisation of management of integrated and online mail services entailing their allocation to Area Logistics Offices, warehouses were built in Turin, Bari and Naples to store the paper documents arising from digitisation activities. Finally, with a view to optimising transport processes in support of the postal logistics chain, initiatives regarding management of the Company's vehicle fleet were implemented during the year. The four-wheel fleet (cars and vans) acquired through long-term leases was completely renewed, with the introduction of types of vehicle that respond better to the requirements of delivery staff, in terms of comfort and safety, as well as more specifically meeting the expectations of local communities, who are increasingly attentive to environmental issues. Poste Italiane | Annual Report 2011 7. Investment | 8. The environment 97 8. THE 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. 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, and also provides advisory services regarding gas supplies to Postel SpA. At the end of 2010 Poste Italiane also launched the Energy Resource Management Project aimed at measuring the power consumption of real estate assets, as well as monitoring consumption and identifying energy saving measures for all types of utility (electric power, gas, water and fuel). In addition to reducing energy consumption during the year, particularly at head office and industrial premises, activities were finalised during the year to continue procurement of power from certificated renewable sources under the Renewable Energy Certificate System (RECS). Amounting to 268 GWh, renewable energy now accounts for 50% (also 50% in 2010) of all power consumption throughout the Group's properties (around 550 GWh in 2011). Measures were continued 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. In particular, in addition to the commitment to use around 2,000 alternative fuel vehicles (petrol/methane bi-fuel), new vehicles in lower pollution categories than in previous years were acquired in 2011: 95% of the current fleet consists of Euro5 vehicles against 5% of Euro4 vehicles. In further confirmation of the attention the Company focuses on reducing CO2 emissions, the Postal ZEV (Postal Zero Emission Vehicle) project was launched in 2011. A natural continuation of the Green Post project that ended in 2010, this new project revolves around a case study aimed at testing technologically innovative vehicles to reduce polluting emissions in urban areas. In addition to Poste Italiane, which will test the vehicles, the project will be led by the Sustainable Development Foundation, and also involve participation by the Biomass Research Centre, CRIT Research, CIRIAF (Interuniversity Research Centre on Pollution by Physical Agents), Ducati Energia and the Municipality of Perugia. The project is funded by the Ministry of the Environment and Land and Sea Protection. Also on the sustainable transport front, Poste Italiane collaborates with ENEL and the Municipality of Pisa on testing services aimed at encouraging the use of eco-sustainable vehicles and substantial reduction of polluting emissions. Indeed, since April 9 “green” Poste Italiane vehicles are operating (3 vans and 6 quadricycles, all of which are electric-powered), which “top up” at 9 recharging points (home stations) installed by ENEL at the local postal distribution centre. In 2011 Poste Italiane also continued to be active in the international arena where it participates in major working groups engaged in environmental protection. In particular, in connection with the International Post Corporation (IPC), Poste Italiane participates in the Environmental Measurement and Monitoring System (EMMS) for the monitoring of CO2 emissions and Report on Operations 98 the qualitative assessment of postal operators' environmental protection efforts. During 2011, 23 of the 24 IPC members joined in the programme, comprising a total of around 2.2 million staff, more than 100,000 premises and around 535,000 vehicles used for transport and delivery around the world. 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, the Company took part in various working groups in 2011. In connection with the Universal Postal Union (UPU), a UN agency specialising in the postal sector, Poste Italiane continued its efforts relating to all initiatives regarding global emissions monitoring systems and all activities connected with ecosustainable development. in particular, during 2011 the Company participated in the main activities carried out by the Sustainable Development Project Group, aimed at raising awareness among all agency members of the need to introduce strategies regarding the three pillars – environmental, economic and social – of sustainable development which guarantee social responsibility in the postal sector. 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. Poste Italiane | Annual Report 2011 8. The environment | 9. Events after 31 December 2011 99 9. EVENTS AFTER 31 DECEMBER 2011 During the second half of 2011 the downgrade of Italy’s credit rating and heightened financial market volatility had a significant impact on the price of Italian government securities, generating substantial fair value losses on those classified as available-for-sale (AFS), which were recognised in the fair value reserve in Equity, net of tax. At 31 December 2011 the fair value reserve attributable to BancoPosta RFC had a negative balance of 1,991 million euros, net of tax, thus exceeding the funds of 1 billion euros initially attributed by Poste Italiane SpA. However, postal current account deposits have remained stable and BancoPosta’s Equity continue to be sufficient to back the available-for-sale securities through to maturity, with steps taken and instruments created to cope with unexpected movements in deposits, without having to sell large volumes of securities at a loss. In addition, there was a general relaxation in early 2012 of the severe tensions across the international financial system and exceptional turbulence and volatility that had marked the preceding year, resulting in a narrowing of yield spreads between European and Italian bonds and, especially, German Bunds. This resulted in a reduction in the negative balance of the fair value reserve attributable to BancoPosta RFC from 1,991 million euros to 835 million euros at 31 March 2012. In January 2012, the Company's Board of Directors approved the participation of Poste Italiane-BancoPosta RFC, for up to 6 billion euros, in the sale and buyback scheme launched by the European Central Bank (ECB). A total of 5 billion euros in loans collateralised by securities were obtained in February 2012 from the ECB as part of its Long Term Refinancing Operations ("LTRO"). The purpose of loans was to finance the early purchase of securities for the investment portfolio, represented by Securities maturing over the next 36 months. With reference to the Antitrust Authority’s procedure A/413 concerning alleged abuse of a dominant market position in connection with certain commercial practices of Poste Italiane relating to the Posta Time product and participation in certain tenders, on 4 April 2012 Lazio Regional Administrative Court upheld Poste Italiane’s appeal and cancelled the Authority’s ruling. Report on Operations 100 10. OUTLOOK In 2012 the Postal Services segment is expected to see a further reduction in the volume of traditional mail, reflecting the ongoing trend towards the abandonment of paper-based communication. In contrast, this process will be accompanied by growing market demand for all the services related and complementary to postal products and, more generally, the various ranges of digital and integrated services. Likewise, the development of e-commerce may have a positive impact on advertising and commercial mail. In terms of the commercial offering, the Group aims to develop its new “Posteitaliane per Te” service, which will be supported by an operations centre capable of interacting with the first-level Call Centre and the local offices of the new Innovative Services unit, with the aim of rapidly and efficiently responding to customers’ requests for appointments. The range of services offered will also be expanded to include communication services, such as Postazone Contact, Poste Mailbox, online mail services and other basic services, and marketing initiatives, including unaddressed mailings and radio and press campaigns, will be launched. At the same time, the expertise and tools available to “Posteitaliane per Te” staff will be upgraded by using palmtop computers to meet customer needs and enable, for example, customers to pay with their bank cards, as well as with post office cards, and to use new technologies to provide value added services. The issue of new kits to postmen and women will be completed in 2012, including palmtops43. The commercial offering will also be boosted by changes to the logistics network through the creation, at network hubs, of digital technology units for the dematerialisation of documents and paper-based mail, in order to optimise the network hubs and prepare the way for the introduction of new digital services. Logistics network hubs will also be provided with fully equipped areas (stores) and the necessary software platforms, enabling them to carry out semi-automatic document management, storage, micro-logistics and the physical picking of documents and other objects as part of the logistics process. As regards transport, 2012 will see a further 750 electric-powered quadricycles and almost 18 thousand motorcycles added to the Group’s fleet, with the aim of improving safety for users, achieving more efficient management of the fleet and reducing the Group’s environment impact. With respect to Express Delivery and Parcel services, the Group continues to be committed to consolidating 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. The range of offerings will be extended with “Paccofree”, a pre-franked product sold with standardised packaging that will simplify the collection process. SDA Express Courier will be primarily focused on penetrating the e-commerce market, as well as launching the new “Road Europe” service to be offered in collaboration with Eurodis, the leading provider of combi-freight transport for parcels and pallets, for road shipments within Europe. 43. The kits consist of a palmtop, a printer and a POS terminal. Poste Italiane | Annual Report 2011 10. Outlook 101 In addition to its regular series of stamps in connection with specific topics, the Philately Programme for 2012 will include a number of commemorative and celebratory issues, with the most important marking the 150th anniversary of the introduction of the Italian lira, the Universal Exposition in Milano in 2015, and the 150th anniversary of the Italian Postal Service. From January 2012 the Financial Services segment will be focused on a major initiative designed to attract new current account deposits through a promotion aimed at both new and existing current account holders, offering gross credit interest of 4% on new deposits. There will be a further relaxation of the requirements for various private customer segments to obtain the benefits of Conto BancoPosta Più. The year will also be marked by the impact of the so-called “Salva Italia” (“Rescue Italy”) Decree, introduced by Law Decree 201 of 6 December 2011, converted into Law 214 of 22 December 2011, which provides for the following, with regard to reduction of the limit for the traceability of financial flows to 1,000 euros and efforts to combat the use of cash: • mandatory payment of pensions and wages by electronic payment instruments, including prepaid cards for amounts exceeding 1,000 euros; • a ban on banks and finance companies charging recipients of minimum pensions, including charges for revenue stamps; • mandatory offer by banks and finance companies of basic account services with simplified, transparent and easily comparable fee structures. The medium term loan product for sole traders and professionals, Prontissimo Affari BancoPosta, which was introduced on a test basis in December 2011, will be officially launched. The year will see the introduction of new remote banking services, such as increased security of BPIOL and new Interbank Corporate Banking and Electronic Invoicing. The acquiring service associated with BancoPosta In Proprio Pos will also be developed. The electronic money segment will be broadened with new products. This will, in particular, entail the launch of a new credit card for SMEs and professionals developed together with Deutsche Bank and Visa, and the broadening of the Sconti BancoPosta loyalty programme to Deutsche Bank's retail Classic and Gold credit cards. A new PostePay prepaid card will be launched called MyPostepay which can be obtained directly from the Company's web page and personalised with an image selected by the customer including a personal photograph. Furthermore, to promote the launch of e-postepay, two new top-up methods will be introduced: online at www.postepay.it, by Visa or Mastercard or by bank transfer. These methods will be introduced at a later date for other postepay cards. This will be accomplished by providing each e-postepay card with its own, unique IBAN that can be given to a bank when transferring funds to the card. The post office savings products provided by Cassa Depositi e Prestiti (Post Office Savings Books and Interest-bearing Postal Certificates) will be restructured in 2012 by adding new cash products designed to better meet customer needs and compete with the numerous similar products currently being offered. Banca del Mezzogiorno – MedioCredito Centrale SpA will offer two forms of loan through post offices authorised to collect loan applications: “Linea Impresa” and “Linea Agricoltura”, which may be backed by government or third-party guarantees (e.g. the Guarantee Fund for SMEs, the ISMEA/Sgfa Guarantee Fund and Cofidi). In the Insurance Services segment, 2012 is expected to see a high degree of uncertainty over the financial impact of the extremely volatile spreads on Italian government Securities, which only since December have shown encouraging signs of improvement. These considerations have a significant influence on the behaviour of policyholders and financial intermediaries, thus making it necessary for the Group’s insurance company to closely monitor the situation. In this regard, Poste Vita is putting in place a series of marketing and commercial initiatives that should ensure that the company continues to achieve good results in terms of earned premiums in 2012, as confirmed by its performance in the early part of the year. Commercial initiatives will continue to focus primarily on the offering of Branch I life products, whilst also aiming to develop sales of pension funds and personal protection products. Report on Operations 102 In terms of telecommunications, 2012 will see PosteMobile engaged in consolidating its development, which will focus on two areas of growth: further development of its core business in keeping with initiatives launched in 2011 and expansion into new areas of business. The company’s core business will, among other things, be engaged in completing its transformation from an Enhanced Service Provider (ESP) to a Full Mobile Virtual Network Operator (Full MVNO), which will see the company manage a part of the network on its own account. This will provide greater flexibility, better quality control and more effective management of the business. Expectations of a hostile macroeconomic environment, combined with ongoing financial market tensions and changes in tax and labour market legislation, make the outlook for 2012 particularly difficult. These general factors are in addition to the already difficult situation in the postal sector. The strategic and commercial initiatives described and ongoing cost controls mean that the Group expects, however, to maintain current levels of profitability. Poste Italiane | Annual Report 2011 10. Outlook | 11. Other information 103 11. OTHER INFORMATION In compliance with the provisions of article 2364 of the Italian Civil Code, approval of the financial statements for the year ended 31 December 2011 by the General Meeting of Poste Italiane’s shareholder will take place after the end of the term of 120 days, as, moreover, permitted by art. 7 of the Article of Association and in compliance with the extended term of 180 days from the end of the reporting period referred to in the above article. The delay was made necessary following the acquisition of the interest in Mediocredito Centrale and its first-time consolidation, and by the establishment of BancoPosta RFC and preparation of the Separate Report. Related party transactions With regard to postal current account services and postal savings deposits, the main transactions entered into by the Group during the period were with the shareholder, the Ministry of the Economy and Finance and Cassa Depositi e Prestiti SpA. 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 34 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 infrastructure, and the distribution of duties and 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. Statement of reconciliation of profit and Equity The statement of reconciliation of the Parent Company’s profit/(loss) for the year and Equity with the consolidated amounts at 31 December 2011, compared with the statement at 31 December 2010, is included in note 16 to the consolidated financial statements. Report on Operations 104 12. BANCOPOSTA RFC MANAGEMENT REVIEW 12.1 BANCOPOSTA RFC CORPORATE GOVERNANCE The shareholder resolution, required by paras. 17-octies et seq. of art. 2 of Law Decree 225 of 29 December 2010, converted into law with amendments by Law 10 of 26 February 2011, to provide ring-fenced capital for BancoPosta's operations, was approved at the Extraordinary General Meeting of 14 April 2011. By-laws regulating the organisation, management and control of BancoPosta's operations were approved at the same Meeting. The By-laws also established operating and accounting procedures consistent with the ring-fencing of BancoPosta RFC and the nature of the relationship between BancoPosta RFC and Poste Italiane SpA’s other functions. The formation of the ring-fenced capital was effective from the date the above resolution was filed with the Companies’ Register on 2 May 2011, and was implemented subsequent to ascertaining that no objections had been raised by creditors. On 2 July 2011 BancoPosta's assets and liabilities were, for all intents and purposes, unbundled from those of Poste Italiane at that date or at any time in the future, whereas BancoPosta's assets, liabilitiesand contractual rights were ring-fenced exclusively for the satisfaction of its obligations arising out of its day to day business, with Poste Italiane's liability being limited to the ring-fenced capital attributed from retained earnings. BancoPosta's operations consist of those listed in Presidential Decree 144 of 14 March 2001, as amended, namely: • the collection of savings from the public in accordance with art. 11, para. 1 of Legislative Decree 385/1993 of 1 September 1993 - Consolidated Banking Law (Testo Unico Bancario)- and all related and consequent activities; • the collection of savings through postal securities and deposits; • payment services, including the issuance, administration and sale of prepaid cards and other payment instruments pursuant to art. 1, para. 2, letter f) numbers 4) and 5), TUB; • foreign exchange brokerage services; • promotion and placement to the public of loans issued by approved banks and financial brokers; • investment and related services pursuant to art. 12, Presidential Decree 144/2001. Acting on the shareholder resolution of 22 June, Poste Italiane's Board of Directors approved BancoPosta RFC's opening statement of financial position at 2 May 2011 and determined BancoPosta's assetsand contractual rights at the same date, without modification to their classes and rights, as originally determined. BancoPosta was consequently provided with separate and ring-fenced capital on 2 May 2011, meeting the Bank of Italy's prudential requirements at that date and thus assuring sound and prudent operations. BancoPosta RFC's organisation and management consists of multiple bodies and officers, which are ranked here by their vested powers: the Board of Directors, the Chief Executive Officer, the Head of BancoPosta and the Cross-functional Committee. The Board of Directors provides strategic oversight in addition to its responsibilities, which cannot be legally delegated: • determination of strategic guidelines; • adoption and amendment of business and finance plans; • approval of risk management guidelines; Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 105 • assessment of the adequacy of organisational, administrative and accounting arrangements and approval of internal procedures and guidelines; • assessment of the suitability, efficiency and effectiveness of the internal control system through evaluation, at least once a year, of the reports provided by the Compliance, Internal Auditing and Risk Management functions; • appointment of the Head of Compliance; • determination and regular reviews of strategic guidelines and risk management policies regarding money-laundering and the financing of terrorism. The responsibilities of the Chairman of the Board of Directors are contained in the Articles of Association. Normally each month, the Directors dedicate a separate section of their Board meetings to a review of all transactions and matters of importance to BancoPosta RFC's operations, performance and outlook. BancoPosta’s operations are the responsibility of Poste Italiane's Chief Executive Officer who has all powers required for the implementation of strategy and the management of BancoPosta's operations. The Chief Executive Officer proposes the appointment of a Head of BancoPosta to the Board of Directors with the CEO being responsible for the delegation and revocation of the requisite powers. Subject to the powers delegated to the Head of BancoPosta, the Chief Executive Officer directs: • BancoPosta to assure the market competitiveness of its banking and financial services through planned growth consistent with corporate strategy and in compliance with the regulatory framework; • other Poste Italiane business and staff functions which, depending on their areas of responsibility, are involved in the operations of BancoPosta; • the Cross-functional Committee, which has powers to advise and make recommendations and provides the interface between BancoPosta and other corporate functions involved in BancoPosta's operations in accordance with their areas of responsibility. The Chief Executive Officer, in agreement with the Board of Directors and in consultation with the Board of Statutory Auditors, appoints and dismisses the heads of the Risk Management, Internal Auditing and Anti-Money Laundering functions. Responsibility for the implementation of the strategies approved by the Board of Directors has been delegated by the Chief Executive Officer to the Head of BancoPosta, who is also responsible for: • the exercise all delegated powers as required by the Chief Executive Officer; • the recommendation of matters to be placed on the Cross-functional Committee's meeting agenda and the relevant corporate functions to be invited in addition to meeting minutes; • the development and review of specific internal procedures on service levels with other corporate units. The Head of BancoPosta is required to attend meetings of the Board of Directors of Poste Italiane whenever the Chief Executive Officer places issues of importance to BancoPosta on the agenda. BancoPosta's operations are regulated by the "BancoPosta Organisational and Operational Guidelines" as agreed by the Board of Directors, with the Board of Statutory Auditors' concurrence. The Cross-functional Committee is presided by the Chief Executive Officer. Its permanent members are the Head of BancoPosta, and other function heads as specifically appointed to provide advice and make recommendations and to coordinate BancoPosta's operations with those of other corporate functions. The Committee conducts its activities on the basis of specific “Regulations for the Cross-functional BancoPosta Committee”, approved by the Board of Directors on 26 October 2011 with the prior agreement of the Board of Statutory Auditors. The Committee meets monthly. The Regulations for the Cross-functional BancoPosta Committee broadly address: • the Committee's functions; • the manner of convening meetings and the agenda; • the formalisation of the decisions of Committee meetings; • amendment of the Guidelines. Report on Operations 106 The Chief Executive Officer is responsible for the implementation of the Committee's decisions by the relevant Poste Italiane function. The shareholder deliberates the Board of Directors’ proposed profit appropriations, including those for BancoPosta, at the annual general meeting held for the approval of Poste Italiane's financial statements. Poste Italiane's Board of Statutory Auditors and Supervisory Board, pursuant to Legislative Decree 231, and the independent auditors retained to audit Poste Italiane’s accounts also provide oversight and audit services to BancoPosta, as required by the relevant guidelines. Having adapted its work to the particular nature of BancoPosta, the Board of Statutory Auditors oversees, with due regard to the need for operationally and formally segregated controls, compliance with law, the Articles of Association and best management practices, the adequacy of the organisational, administrative, accounting structure and BancoPosta's internal control system. The Board of Statutory Auditors ascertains the overall effectiveness of the internal control system, including its coordination with all relevant departments and units, and provides recommendations for the correction of any weaknesses and irregularities. The Board of Statutory Auditors also oversees the adequacy of the risk management system particularly with respect to the systems used to determine capital adequacy. Its work on the propriety of operations includes the ascertainment and investigation of any operational irregularities, shortcomings of accounting processes and organisational arrangements and the follow-up of action taken by the Company to eliminate weaknesses. In addition to using BancoPosta's control structure (Internal Auditing, Risk Management, Anti-Money Laundering), the Board of Statutory Auditors also avails itself of Poste Italiane's control functions thus facilitating ongoing dialogue and exchange of information. This close relationship enables the Board to opine on the appointment of the heads of BancoPosta's control units and the determination of the essential elements of the internal control system. 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 conduct of internal controls. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 107 12.2 BANCOPOSTA RFC'S INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT 12.2.1 INTERNAL CONTROL SYSTEM BancoPosta RFC’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 BancoPosta 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. The most important aspect of the system is the control environment in which employees work that includes integrity and other corporate ethical values, organisational structure, allocation and exercise of authorities and responsibilities, separation of duties, staff management and incentive policies, staff expertise and, more in general, corporate culture. BancoPosta's control environment is evidenced by: • the Group Code of Ethics; • implementation of the Legislative Decree 231/01 Organisational Model and related corporate procedures; • organisational structure of BancoPosta as reflected in organisational charts, service orders, organisational notices and procedures, which determine the work and responsibilities of corporate units; • General Operating Guidelines which, in implementation of the By-laws, identify, and regulate the activities of various Poste Italiane's units acting on behalf of BancoPosta in addition to valuing such services; • the system for delegating powers to function heads in accordance with their responsibilities. As a result of BancoPosta's separation from Poste Italiane, the Organisation Model requires: • the existence of an interface between BancoPosta internal staff units (e.g., accountancy and control) and those of Poste Italiane; • establishment of autonomous and independent control functions in compliance with Bank of Italy supervisory requirements: Compliance, Risk Management, Anti-Money Laundering and Internal Auditing. The risk assessment techniques, methods, controls and, periodic audit findings are shared amongst control units to promote synergies and take advantage of specific skills; • provision of support by other Poste Italiane functions consistent with the General Operating Guidelines. BancoPosta's internal control system also involves other units with varying roles and responsibilities. The objective of BancoPosta's Internal Auditing function44, which is in compliance with the regulatory requirements contained in the Bank of Italy's Supervisory Instructions on controls to which BancoPosta is subject, is to assess the overall propriety of controls in terms of the adequacy and efficacy of systems, processes, procedures and arrangements for the security of BancoPosta's operations by conducting audits as planned for each year and approved by the Board of Directors. BancoPosta's Internal Auditing function coordinates its activities with Poste Italiane's Internal Control/Internal Auditing function. In this context, the Internal Control function assists the organisation in the pursuit of its business and governance objectives, by providing support to executives and management through the exercise of professional independence in monitoring and improving the Company’s control and risk management processes and corporate governance. Work in 2011 was conducted in accordance with an audit plan approved by the Board of Directors on 6 May 2011. The plan entailed the use of risk assessment techniques to tailor audit work thus assuring its relevance to important matters in evolving business and governance practices, including BancoPosta's organisation, compliance with requirements to which BancoPosta is subject and, finally, the communication of the function's findings regarding risk monitoring. The audit work contained in the annual plan is also performed in accordance with existing rules between Internal Audit Function and BancoPosta. particularly with respect to network and IT audits. 44. Formalised through designation of the Internal Auditing function approved at the Board of Directors' meeting of 25 January 2010. Report on Operations 108 The opportunity was also taken in 2011 to conduct an Internal Capital Adequacy Assessment Process ("ICAAP") on an experimental basis for the first time specifically for BancoPosta. The reference date for the analyses and figures, which were combined with projections and scenario analyses, was 31 December 2011. The Internal Auditing function, as required by regulation, regularly provides corporate bodies with information on its findings. An independent professional Quality Assurance Review was conducted after the first five years resulting in the certification of the function's full conformity with international audit standards and of the compliance of its work with its mission as approved by the Poste Italiane Board of Directors thus attesting to the Audit function's contribution to the improvement of BancoPosta's internal control system. Risks are to varying extents measured and controlled by a number of specialist risk monitoring functions employing approaches and models specific to their relevant area or responsibility. As one of Poste Italiane's internal control functions, BancoPosta's Risk Management function is responsible for controlling operational and financial risks. It consequently provides a detailed evaluation of the risk profile of financial products sold to customers and provides the operational and business units involved in the product development and placement process with advice and support providing regular reports on its activities. The function uses operational risk measurement models consistent with those recommended by the Bank of Italy. The models are based, amongst other things, on the analysis of internal and external historical data on operating losses combined with business environment analyses and the units' own evaluations of their processes relating to BancoPosta’s operations; The risk of BancoPosta's non-compliance with regulation is controlled by the Compliance function whose work includes the provision of advisory and support services to operating and business functions with regular reports to senior management. The process of monitoring compliance is split into three phases: • regulatory analysis; • compliance risk assessment; • monitoring and testing. Monitoring and testing entails ongoing second-level compliance controls for the determination and reporting of precautionary action with a follow-up audit to assure that weaknesses have been eliminated. The Compliance function regularly reports to corporate bodies and business units responsible for assuring compliance. The Anti-Money Laundering function is engaged in regulatory analyses, risk assessment and the monitoring of activities exposed to money-laundering and the financing of terrorism whereas the Money-laundering Reporting function is engaged in the evaluation of suspect transactions with reports to the Financial Reporting Unit. Corporate controls over BancoPosta's operations determine specific responsibility for the implementation of line, or firstlevel, controls. IT controls are of particular importance in this regard. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 109 12.2.2 RISK MANAGEMENT SYSTEM Risks and controls When BancoPosta was initially ring-fenced, capital were legally unbundled from Poste Italiane to create capital for capital adequacy purposes and for the protection of creditors. The clear identification of risks, to which BancoPosta could be potentially exposed, is a necessary condition for the conscious assumption and management of risk. The General Operating Guidelines, as implemented through internal operating guidelines, require the development and annual revision of a risk map showing all risks inherent in BancoPosta's operations by product and service. In the event of a loss, the risk map is used to determine responsibility and losses are deducted from transfer payments to the relevant function. Operating losses attributable to factors not included in the risk map, are investigated and responsibility determined jointly by BancoPosta and the function concerned. In the event of disagreement, the matter is referred to BancoPosta’s Crossfunctional Committee. Notwithstanding the pending introduction of new prudential requirements for BancoPosta, existing supervisory authority risk classifications based on the types of risk, to which BancoPosta is typically exposed in the normal course of business, are described below: • credit risk (including counterparty risk); • market risk; • concentration risk; • liquidity risk; • operational risk. BancoPosta has developed a structured process for risk identification, analysis and monitoring which is executed and supported by various corporate units, the work of which is strictly complementary. The work of the Risk Management function relating both to minimum capital (first pillar) and evaluation of capital adequacy (second pillar) was devised in preparation for BancoPosta becoming subject to the prudential requirements of Basel II. As mentioned above, this was taken as the opportunity to prepare an initial ICAAP report for mid-2012. The most important risk category for first pillar capital charges is operational risk, above all if measured using the Basic Indicator ("BIA") or the Standardised Approaches ("TSA"), since minimum supervisory capital is computed by applying fixed regulatory capital ratios45 to total interest and fee income (before operating costs) which, for BancoPosta, exceeds five billion euros a year. Capital charges for credit, counterparty and foreign exchange risks are lower. BancoPosta's supervisory capital, under the regulatory option of sterilising losses on government bonds held in the AFS portfolio, was sufficient to satisfy minimum capital requirements with the total capital ratio exceeding 9.5% at 31 December 2011 (the supervisory minimum is 8%) entirely constituted by Tier I funds. In addition to the risks listed above, interest rate risk, arising as a result of mismatched interest rate periods for assets (predominantly government bonds and funds held at the Ministry of the Economy and Finance) and liabilities (retail customer and Public Sector postal current accounts), is of importance for second pillar purposes. The first computation of second pillar capital, including projected second pillar capital, will be contained in the ICAAP report. Note 37 of Poste Italiane's financial statements sets out the details of risk areas and the methods used for their measurement and prevention. 45. There is only one ratio for the BIA which is 15%. Three ratios, 12%, 15% and 18%, are used for the TSA depending on the nature of business generating the income. Report on Operations 110 12.3 BANCOPOSTA RFC FINANCIAL REVIEW MACROECONOMIC ENVIRONMENT Slowing rates of production, also observed in recently industrialised economies, and continued financial market weakness, combined with the sharpening of the euro zone sovereign debt crisis, were major contributing factors, particularly in the second half of 2011, to the deterioration of the outlook for global economic recovery. The adverse outlook for growth combined with the increasing weakness brought about by the sovereign debt crisis and the consequent brakes on expansionist budgets resulted in poor stock market performance and losses in the latter part of the year. The ECB introduced a series of measures in the second half of 2011 which included the purchase of government bonds from the secondary market intended to support financial sector liquidity and to avoid a further weakening of financial markets. The slowdown of the world economy and the extreme weakness of government bond markets had a major effect on Italy despite its fundamentally sound banking system, reduced consumer indebtedness and relatively sound real estate markets. The crisis in Italy was primarily brought about by the high level of government debt, the economy’s significant exposure to international trade and weak medium term growth prospects. Government debt in Italy as a percentage of GDP increased to 120.1% in 2011; the highest level since 1996. The figure for 2010 was 118.7% (ISTAT) whereas the deficit as a percentage of GDP was 3.9% in 2011 compared with 4.6% in 2010. GDP (Gross Domestic Product) for 2011 grew 0.5% which was significantly below the 2010 figure of 1.8%. GDP in the fourth quarter, however, decreased 0.7% on the preceding quarter or 0.5%, year on year. Since GDP contracted two quarters in a row, (the decrease in the third quarter was 0.2%), Italy was technically in “recession”. Eurostat also reported a slowdown in the euro zone. Euro zone GDP in the fourth quarter of 2011 fell 0.3% from the preceding quarter. There was a rising price trend throughout 2011. Consumer price inflation increased from 2.3% in January to 2.9% in December with average annual inflation for 2011 reaching 2.8% compared with an average of 1.5% for 2010. The continual increase in raw material and, in particular, energy and food prices contributed to rising inflation which in Italy touched 3.4% in October up from the 2.1% in January 2011. Weak employment and the fall in disposable incomes resulted in prudent consumption patterns. Propensity to save also declined in line with long-term trends. The rate of Italian consumers’ savings is now amongst the lowest in the euro zone. BancoPosta’s results for the year, however, continued to be positive, notwithstanding the economic uncertainties. THE ITALIAN BANKING SYSTEM The weakness of the sovereign debt market and, specifically, the increase in the risk premium on Italian government debt resulted in rising funding costs for Italian banks. Italian bank interest rates gradually increased in line with rising money market and official ECB rates. Interest rates on consumer loans, however, remained at historically low levels. Bank lending began to slow in the second half of the year after its sound performance in the first half in consequence of the recovery of lending to non-finance companies and strong growth of loans to consumers in the form of home mortgages. Overall lending to the manufacturing sector during the summer grew at rates below the peaks of May and June whereas consumer loans contracted in line with lower home mortgage lending. Average overall interest rates paid on customer deposits also tended to increase. The increase in repo rates and bond yields was more pronounced than current account credit interest. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 111 Funds flowing into Italian banks continued to grow due to the strong recovery of bonds which diverted funds from weak customer deposits. There was a progressive contraction in current accounts whereas term deposits rose as did the recourse by Italian banks to Eurosystem refinancing facilities. Difficulties in attracting wholesale funding were largely offset by bond sales to retail customers which performed better than the euro zone average. The ability to attract indirect funding varied from bank to bank. The recovery of debt securities held in custody for individuals, corporates and to a lesser extent non-finance companies and family businesses continued during the first part of the year. This was evidence of the ability to place corporate and government bonds with bank customers. Turning to investment management, Italian mutual funds during the period were characterised by a net outflow which, however, appeared to reverse in the fourth quarter for cash funds whereas equity and bond fund outflows persisted. The asset structure of Italian banks sets itself apart from their British, French and German counterparts since 61% of total assets is in the form of claims on private customers whereas the share of private customers in the total assets of British, French and German banks is 34%. Non-Italian banks’ exposure to private customers is marginal since the banks’ assets primarily consist of financial instruments and derivatives. This is confirmed by data on Italian banks’ financial assets which are 22% of total assets whereas the figure for other banking groups is 40%. Turing to liabilities, customer deposits and securities in issue of over 64% continue to be the main source of funds for Italian banks. The European average is 50%. Cost and revenue allocation Given the fact that Poste Italiane is a single legal entity, the Company’s general accounting system maintains its uniform characteristics and capabilities. In this context, the general principles governing administrative and accounting aspects of BancoPosta RFC are as follows: • identification of transactions in Poste Italiane SpA’s general ledgers relating to BancoPosta’s ring-fenced operations which are then extracted for recording in BancoPosta’s separate ledgers; • allocation to BancoPosta of all relevant revenues and costs. In particular the services rendered by the different functions of Poste Italiane SpA to BancoPosta RFC, are exclusively recorded as payables in BancoPosta’s separate books, in special accounts only, and subsequently settled; • settlement of of all incoming and outgoing third party payments by the Poste Italiane SpA Finance function; • allocation of income taxes based on BancoPosta’s separate income statement after adjusting for deferred taxation; • reconciliation of BancoPosta’s separate books to Poste Italiane’s general ledger; • BancoPosta’s income, assets and liabilities and cash flows are, in compliance with statutory requirements, separately reported by Poste Italiane at the end of each year. The Separate Report is prepared in accordance with international financial reporting standards, as endorsed for application in the European Union and applied by Poste Italiane, and is consistent, where applicable, with Bank of Italy Circular 262 - Banks’ Financial Statements: Layouts and Preparation. As explained above, the General Operating Guidelines identify each relevant activity and provide rules for the allocation of costs incurred by Poste Italiane SpA’s functions in relation to BancoPosta’s operations. Costs are allocated to BancoPosta by transfer pricing as determined with reference to: • market prices for similar services, e.g., the free market comparable price method; or, • cost plus a mark-up, e.g., the cost plus method, when there are no free market prices for the particular services provided by Poste Italiane functions. Transfer prices are determined by the application of fixed rates plus a variable component used to reflect the achievement of qualitative/quantitative and performance objectives. These prices are reviewed annually as part of the planning and budget process. Finally, the General Operating Guidelines provide for the management of operating losses. As explained in the risk management section, the Guidelines prescribe that any operating losses be deducted from payments made to the relevant Poste Italiane function outside the ring-fence. Services provided by Poste Italiane to BancoPosta are subdivided into three macro areas in accordance with their nature as shown in the general and internal operating guidelines. Report on Operations 112 Commercial activities Commercial activities include the activities of the Private Customer and Large Account and Public Sector functions and includes the marketing of BancoPosta products and services to all customer segments. The commercial network is engaged in the sale of BancoPosta products and services in connection with the operations pursuant to Presidential Decree 144 of 14 March 2011, as amended. Support Services Support services include IT (e.g., design, development and implementation of software and systems in support of BancoPosta), Premises (preparation, operation and furnishing of BancoPosta premises, etc.), Finance (management of the aggregate cash balances of postal current accounts and related BancoPosta services); Postal and Contact Centre Services (specialist POS support (inbound), back office, promotions (outbound) and sundry. Staff services Headoffice functions include all overheads incurred for the cross support of the coordination and management of BancoPosta by Purchasing, Legal Affairs, Accountancy and Control, External Relations, Human Resources and Organisation, and Security & Safety. The following table includes a summary of the Poste Italiane functions outside the ring-fence that engage in the transactions under discussion, reported by different macro-area of activity, with a brief indication of how transfer prices are determined. Function Commercial activities Sales network Allocation key Fixed component: Cost + mark-up and variable component in accordance with business targets achieved and service level Chief Information Office Real Estate Support Services Cost + mark-up Determined with reference to floorspace, property appraisals and maintenance costs Finance Postal Services Call Center Cost + mark-up Standard rate times number of items handled Number and type of calls Accountancy and Control Human Resources and Organisation Security & Safety Staff services Legal Affairs External Relations Purchasing Internal Auditing Poste Italiane | Annual Report 2011 Actual internal costs; external costs plus a mark-up 12. BancoPosta RFC Management Review 113 12.3.1 FINANCIAL REVIEW KEY PERFORMANCE INDICATORS FOR THE PERIOD 2 MAY 2011 - 31 DECEMBER 2011 Income (€m) 2 May 2011 – 31 December 2011 Net interest and other banking income of which: Net interest income Net fee and commission income Profits/(Losses) on trading and hedging activities Profits/(Losses) on disposal of available-for-sale financial assets 3,467 Net income from banking activities 3,473 Operating expenses 1,063 2,321 8 75 (3,016) Income before tax 457 Net profit for the period 256 Key income ratios(*) Net interest income / Net interest and other banking income 31% Recurring income / Net income from banking activities(**) 61% Operating expenses / Net interest and other banking income(***) 87% ROE(****) 26% The key income ratios normally used reflect the unique nature of BancoPosta's balance sheet and the fact that payments to Poste Italiane in reimbursement of costs are classified as "administrative expenses". The absolute amounts of the ratios are, consequently, irrelevant and should not be used for market comparisons but for analyses over time. They will consequently become more meaningful from next year. The ratio of income for the period to BancoPosta's own funds of 26% is more meaningful for the first eight months of operations. (**) Recurring income means interest and fee income under the Cassa Depositi e Prestiti contract. (***) Cost/income ratio. (****) 8 month ROE. (*) Key balance sheet indicators (€m) Total assets 31 December 2011 42,480 of which: Available-for-sale financial assets 13,465 Held-to-maturity financial assets 14,364 Due from customers Liabilities 9,486 43,400 of which: Due to banks and customers Equity 40,822 (920) of which: BancoPosta’s ring-fenced capital Valuation reserves Net profit for the period Report on Operations 1,000 (2,176) 256 114 Key income, balance sheet and cash flow figures for the first eight months of BancoPosta RFC's operations are shown below for the period from the establishment of BancoPosta RFC on 2 May 2011 to 31 December 2011. RECLASSIFIED INCOME STATEMENT Income/(expense) (€m) Interest and similar income Interest and similar expense 2 May 2011 – 31 December 2011 1,142 (79) Net interest income 1,063 Fee and commission income 2,348 Fee and commission expense Net fee and commission income (27) 2,321 Dividends and similar income - Profits/(Losses) on trading and hedging activities 8 Profits/(Losses) on disposals or repurchases Net interest and other banking income Net losses/recoveries on impairment Net income from banking activities Administrative expenses: a) staff costs b) other administrative expenses Net provisions for liabilities and charges Other operating income/(expenses) Operating expenses Income/(Loss) before tax from continuing operations Taxes on income from continuing operations Income/(Loss) after tax from continuing operations Income/(Loss) after tax from discontinued operations Net profit/(Loss) for the period 75 3,467 6 3,473 (2,991) (57) (2,934) (12) (13) (3,016) 457 (201) 256 256 Notwithstanding the weak economy, BancoPosta earned 256 million euros for the first eight months of its ring-fenced operations. Net interest income of 1,063 million euros, which is the difference between interest earned on investments in government securities and deposits at the Ministry of the Economy and Finance (1,142 million euros) and interest on deposits paid to current account holders (67 million euros) and first ranking credit institutions with which BancoPosta concludes sale and buy-back agreements (12 million euros). Fee income amounted to 2,348 million euros, 1,054 million euros of which related to transactions under the agreement with Cassa Depositi e Prestiti, 778 million euros to the processing of bills and sundry payments and 516 million euros for other services including those related to the distribution of insurance projects and the management of current accounts. Fees paid amounted to 27 million euros most of which related to debit/credit card clearing services. Financial assets generated income of 82 million euros for the period, consisting of: • profit of 75 million euros on disposal available-for-sale securities; • net trading and hedging income of 8 million euros as a result of the discontinuance of forward purchases initially classified as hedges; • dividends received of 53 thousand euros on the investment in the Mastercard company. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 115 The above assets generated net interest and other banking income of 3,467 million euros with net income from banking activities, after adjusting for 6 million euros in recoveries of customer loans, of 3,473 million euros. OPERATING COSTS Operating expenses (€m) 2011 Administrative expenses: 2,991 a) Staff costs 57 b) Other administrative expenses 2,934 Net provisions for liabilities and charges 12 Net losses/recoveries on impairment of property, plant and equipment - Net losses/recoveries on impairment of intangible assets - Other operating income/(expenses) 13 Total operating expenses 3,016 Operating costs amounted to 3,016 million euros and largely consisted of other administrative expenses (2,934 million euros) which are the transfer payments to Poste Italiane in accordance with the General Operating Guidelines in application of specific internal guidelines. Other administrative expenses also include the cost to BancoPosta of the commercial network. Staff costs of 57 million euros are for BancoPosta employees as shown in the table below. As part of its operations and in accordance with the General and attached Internal Operating Guidelines, BancoPosta is, however, the recipient of services provided by Poste Italiane employees, particularly Post Office and Contact Centre personnel. BANCOPOSTA EMPLOYEES Average number of employees(*) Category Senior managers Middle managers (A1 and A2) 2011 45 357 Grades B, C, D, E and F 1,345 Total permanent staff 1,747 (*) May-December 2011. Full Time Equivalents. Net provisions charged against income amounted to 12 million euros and relate to litigation and other costs in connection with operating losses. Profit from continuing operations before taxes was 457 million euros with 201 million euros in taxes charged against income. Report on Operations 116 12.3.2 ASSETS, LIABILITIES AND CASH FLOW RECLASSIFIED STATEMENT OF FINANCIAL POSITION Assets (€m) Cash and cash equivalents Financial assets held for trading 2 May 2011 2,025 31 December 2011 2,497 - 13 Available-for-sale financial assets 15,365 13,465 Held-to-maturity financial assets 14,711 14,364 200 665 9,773 9,486 Due from banks Due from customers Hedging derivatives 111 74 Deferred tax assets 320 1,181 Other assets 727 735 Total assets 43,232 42,480 Liabilities and Equity 2 May 2011 (€m) Due to banks Due to customers Financial liabilities held for trading 31 December 2011 755 2,372 39,928 38,450 - 7 Hedging derivatives 120 617 Tax liabilities: 108 53 a) current b) deferred Other liabilities Staff termination benefits Provisions for liabilities and charges Valuation reserves Reserves Net profit/(loss) for the period Total liabilities and Equity - 9 108 44 1,250 1,590 16 15 288 296 (233) (2,176) 1,000 1,000 - 256 43,232 42,480 Current account deposits by Public Sector entities are required to be deposited with the Ministry of Economy and Finance (the "MEF"). Such amounts are remunerated at a variable interest rate as expressly agreed with the MEF for Treasury services provided to BancoPosta on 8 May 2009 and extended, by addendum on 29 September 2011, to 30 June 2012. The 2007 Budget Law, on the other hand, requires that private customer deposits in postal current accounts be invested in euro zone government securities. The treasury services agreement with the MEF also provides that a limited portion of the cash held in postal current Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 117 accounts by private customers may be invested in a separate reserve account held at the MEF (the "Buffer Account") required to mitigate movements in current account balances. During 2011 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 investment model approved by Poste Italiane’s Board of Directors. The new maturity profile was, among other things, based on a leading market operator's statistical/econometric model that reflects the interest rates and maturities typical of postal current accounts. The model is also used as the basis for investment policies in order to limit exposure to rate and liquidity risks by foreseeing mismatches caused by the need to marry the exigencies of risk management with those of improving returns which are dependent on the ever changing yield curve. Real estate (e.g., use and management of office space for BancoPosta’s operations) and technology (e.g., design and implementation of new services, management and maintenance of operations and business software) services are provided to BancoPosta by Poste Italiane SpA. Capital expenditure in 2011 was made to assure compliance with regulatory requirements (e.g., banking transparency and monthly reporting) and to incorporate new technical and security standards for VISA and Mastercard. The provision of these services is regulated by internal operating guidelines and remunerated through the payment by BancoPosta of transfer prices to Poste Italiane. Report on Operations 118 12.4 OPERATING REVIEW OF BANCOPOSTA RFC FOR THE PERIOD REGULATORY AND MARKET ENVIRONMENT The new banking transparency requirements introduced in 2011 were primarily the result of the transposition of the Consumer Credit Directive into Italian law effective 1 June 2011, with the consequent: • prepare, in accordance with the required standards, documents containing basic information on consumer credit (SECCI - Standard European Consumer Credit Information), covering loans, salary loans and credit cards; • revise and add to contracts and forms for loans, credit cards, BancoPosta salary loans and BancoPosta lines of credit; • implement the procedures and communication processes involved in managing significant overdrafts. The automated production and publication of mandatory transparency documents (factsheets, information leaflets and information on changes to terms and conditions introduced by the financial service provider). The Bank of Italy order on the prevention of money-laundering was issued in September 2011 imposing organisational guidelines, procedures and internal controls compliant with the "Money-laundering and Anti-terrorism Guidelines". The guidelines set out the overall approach adopted by Poste Italiane for the introduction of institutional arrangements for the prevention and management of the risks of money-laundering and financing of terrorism, the allocation of responsibilities in relevant departments, principle operating requirements and reporting. Furthermore, in 2011 the design of strengthened anti-money laundering processes and procedures continued with the aim of: • adding further customer checks to the IT processes involved in the initiation of ongoing relationships and the conduct of one-off over-the-counter transactions of amounts equal to or over 5 thousand euros; • implementing “in-line” anti-terrorism controls in order to immediately block transactions (customer data, the initiation of relationships and the conduct of one-off transactions); • activating new functions to support the branch network in reporting suspect transactions and adding to the IT support available to post offices in assessing irregular transactions. The Government's issuance on 16 November 2011 of the so-called “Salva Italia” (“Rescue Italy”) and “Cresci Italia” ("Grow Italy") decrees had a significant effect on BancoPosta’s operations and services, primarily entailing: • the introduction of stamp duty on account statements for periodic notices sent to customers regarding financial products not requiring safekeeping; • the prohibition, as an improper business practice, of requiring customers obtaining loans to take out insurance arranged by or open an account with the lender. Furthermore when arranging loans and advances to customers subject to the arrangement of life insurance, lenders are required to provide the customer with at least two different offers from groups unrelated to the lender so that the customer can choose the most suitable; • the introduction of basic account services for socially disadvantaged customers with an adequate number of services and transactions combined with a free-of-charge debit card and a streamlined, transparent, easily comparable fee structure; Work is currently underway on the development of procedures to introduce the new services required and any subsequent changes necessitated by implementing decrees or in response to clearly formulated requests. On the subject of ADR (alternative dispute resolution), which is designed to reduce the impact on the ordinary courts of certain types of dispute between intermediaries and customers over matters relating to banking, financial and insurance services, the obligation introduced by Legislative Decree 28 of 4 March 2010 came into effect on 21 March 2011. This requires the parties to enter into mediation proceedings before going to court. Moreover, the special Conciliation and Arbitration Service set up by the CONSOB to resolve disputes between investors and intermediaries, resulting from alleged violations of information, fairness and transparency requirements in contracts with investors, also began operating on 21 March 2011. In this regard, Poste Italiane has taken steps to implement the necessary procedures and ensure transparent communication with customers. In February 2012 the Bank of Italy ordered an audit of BancoPosta RFC pursuant to art. 54 of Legislative Decree 385/93. The audit is ongoing. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 119 COMMERCIAL OFFERING The gross annual interest rates payable on the two types of retail current accounts offered were modified in 2011: from 1 September the rate payable to Conto BancoPosta Più account holders who have demonstrated their loyalty was set at 1.00%, whilst the rate paid to Conto BancoPosta customers was lowered from 0.15% to 0.00%. With regard to SMEs, the Group launched Conto BancoPosta In Proprio No Profit, a current account specifically designed for the non-profit sector, and Conto BancoPosta Procedure Fallimentari, to be used in managing the assets of insolvent entities. A promotional interest rate of 2% was also introduced for BancoPosta In Proprio account holders increasing the amount deposited, with the dual objective of improving the quality of the existing customer base and acquiring new customers. The aim of defending and relaunching the Bollettino product for paying pre-printed bills, offering a service that is more widely available around the country, led to an increase in specially enabled external channels in 2011, with over 13 thousand tobacconists linked up to the Banca ITB network and more than 120 banks able to offer the service. The electronic money segment, where 6.3 million Postamat Maestro cards and 8 million Postepay cards have been issued, witnessed, among other things: • development of channels for accessing the BancoPosta Più card offering, with the possibility of applying for a card from both the BancoPosta and BancoPostaclick accounts and initial trials of distance marketing of the card, such as direct mailing; • creation of e-postepay, the first completely virtual card, which can be applied for free of charge on the www.postepay.it website for use at retailers that use the MasterCard online service and which, from October, can also be activated using a Poste Mobile SIM card; • the commercial launch of contactless Postepay cards in the Milan area, allowing holders to use the card as both a prepaid card and as a season ticket for the city’s public transport system; • the development, in collaboration with the partners Edenred and Qui!Group, of a multi-application prepaid Postepay Lunch card which, in addition to the usual payment functions, can also be used as an electronic luncheon voucher. Finally, the external top-up channel for Postepay cards, comprising over 13 thousand tobacconists linked up to the Banca ITB network and around 40 thousand SISAL betting shops, was extended. This resulted in a significant increase in top-ups, with over 14 million registered. A large number of promotional campaigns were run in 2011 in order to promote loan products, including: • “Mutuo BancoPosta zero spese di istruttoria e di perizia”, which exempts borrowers from the payment of arrangement and valuation fees, which are substantial in the case of mortgages; • “Prestito BancoPosta Zero Spese”, the loan product that, in addition to eliminating application and collection fees and statement charges, also refunds taxes payable by law and allows borrowers to effect early repayment without incurring any charge; • “Prontissimo BancoPosta Rata Tonda”, which is a loan offering, for specific amounts and terms, repayment in monthly round amounts that are easy to remember; • “Prestito BancoPosta e Prontissimo BancoPosta Extracash”, the small loan of 1,500 or 2,000 euros offered at particularly attractive conditions and reserved to BancoPosta customers who already have a BancoPosta or Prontissimo BancoPosta loan and have kept up with their repayments; • “Prontissimo BancoPosta Salto Rata”, a flexible loan for which a maximum of five repayments can be postponed at no additional cost. This initiative was also backed up during the first month by the offer of a promotional interest rate; • Promotions were also held during the year for specific family needs, such as the Prestito BancoPosta Famiglia loan for newlyweds and new parents, Prestito BancoPosta Studi for children's school fees, and Prestito Salute to cover medical and dental expenses. Two new loan products were also introduced: Reverse Factoring, offered in association with Sace FCT (the SACE Group's factoring company), that allows customers owed money by a Public Sector entity to factor the related receivables; and the test phase of Prontissimo Affari BancoPosta, a medium-term business loan for sole traders and professionals. Report on Operations 120 The Postal Savings segment saw the renewal, for the three year period 2011-2013, of the agreement with Cassa Depositi e Prestiti signed on 3 August 2011. This regulates and establishes remuneration for the distribution and management of Interest-bearing Postal Certificates and Post Office Savings Books. Additionally, in the second half of the year, the sharp drop in net deposits resulting from tough market conditions, partly as a result of the high interest rates being offered by competing banks, forced Cassa Depositi e Prestiti and Poste Italiane to take counter measures. Two new certificates were, consequently, issued in August (BFP DiciottomesiPLUS) and October (BFP 3X4) which were successful at increasing funds inflow. BFP DiciottomesiPLUS is a short term investment, which on maturity in eighteen months is repaid with a yield in excess of the traditional BFPDiciottomesi. The BFP 3X4 is a medium to long-term investment the interest rate on which increases over its twelve-year term. The trend in investment products was to select bonds structured to take advantage of rising interest rates over the medium to long-term. Issues related to two different types of Banco Popolare products (TassoMisto Cap&Floor 1^ e 2^ serie and StepUp BancoPosta) and two Monte dei Paschi di Siena products (TassoMisto Cap&Floor 3^ e 4^ serie and StepByStep BancoPosta a 6 anni). Turning to Payments and International Money Transfer Systems, a new Ore 7 Moneygram Service was launched for the transfer of money abroad at very low cost. The service is intended for transfers which are not urgent and can wait until 7.00am of the following morning to save around 50% of the transfer fees. Online services Online customers carried out over 18 million payment transactions during 2011, consisting of 4.9 million bill payments by direct debit to current accounts or credit/Postepay cards, 450 thousand of which by way of BancoPosta Click, 2.3 million credit transfers, 433 thousand by way of BancoPosta Click and including 23 thousand international payments, 1.2 million giro payments from consumer to business customers, 4.8 million telephone top-ups and 5 million PostePay top-ups. Online sales of financial products were also a success, with 116 thousand people subscribing to Interest-bearing Postal Certificates on line and 2.5 thousand loan approvals. In terms of investment services, the Trading On Line (TOL) service was launched in June, allowing customers to trade on the secondary market and subscribe to offerings on the primary market on line. Finally, a new Postepay Web Security system was introduced in December to improve the security of Postepay and telephone top-ups as well as bill payments made on www.poste.it, www.postepay.it, www.bancopostaclick.it. The new payments system requires that the Postepay card be used together with a cell phone that has been associated with the card. A text message is sent to the phone containing a one-time password separately generated for each individual transaction. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 121 OPERATING RESULTS Revenues 2 May 2011 – 31 December 2011 (€m) Current Accounts Bills Income from investment of customer deposits Other Revenues from current accounts and prepaid cards Money Transfers(*) Postal savings and investment Post Office Savings Books and Certificates Government securities Equities and bonds Insurance policies Investment funds Securities Deposits Delegated Services Loan products Other products(**) Total Revenues (*) (**) 1,892 383 1,132 377 48 1,287 1,054 6 56 148 9 14 120 110 28 3,485 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 31 Dec 2011 (€m) Current Accounts(*) Postal Savings Books(**) Interest-bearing Postal Certificates(**) (*) (**) Average deposits for the period. Deposits include accrued interest for the year. Number of transactions (‘000) Pre-printed bills processed Domestic postal orders(*) International postal orders Inbound Outbound Pensions and other standing orders Tax services (*) 38,288 92,614 208,187 2 May 2011 – 31 December 2011 338,564 4,781 2,061 1,125 936 56,584 10,120 Includes Vaglia Circolari giro drafts. Volumes 31 Dec 2011 (‘000) Number Number Number Number of of of of customer current accounts credit cards debit cards prepaid cards Report on Operations 5,575 437 6,290 8,217 122 BancoPosta's revenues for the period 2 May 2011 to 31 December 2011 total 3,485 million euros and consist primarily of 1,892 thousand euros or 54% of the total in revenues earned on current accounts. The greatest part of current account revenues consists of income earned on the investment of deposits (1,132 million euros), which is a function of both average current account deposits (38.3 billion euros) and the performance of investments in securities. Revenues from the processing pre-printed bills are 383 million euros and are correlated to the volume of bill payments (339 million), whereas other current account and prepaid card-related revenues amounted to 377 million euros. The sale of Interest-bearing Postal Certificates and inflows of Post Office Savings Books funds, the income on which is linked to a mechanism agreed with Cassa Depositi e Prestiti SpA46 tied to the achievement of net savings inflow targets, contributed 1,054 million euros to BancoPosta’s service revenues. Post Office Savings Books deposits amount to 92.6 billion euros at 31 December 2011, whilst outstanding Interest-bearing Postal Certificates amount to 208.2 billion euros. Asset and fund management47 revenues total 233 million euros and were principally earned on bond placements (56 million euros) and insurance policy sales (148 million euros). Delegated service revenues amount to 120 million euros and included fees for the payment of INPS, INPDAP and other pensions and other sums for the Ministry of the Economy and Finance48. Revenues from the distribution of loan products total 110 million euros and relate to personal loans, mortgage loans, overdrafts, salary loans and credit protection. 46. The agreement for the three-year period 2011-2013 was signed on 3 August 2011 and subsequently amended on 12 December 2011 and 15 March 2012. 47. Asset and fund management includes the distribution of government securities, equities, bonds, life assurance policies, mutual investment funds and commissions on safe custody accounts. 48. INPDAP and ENPALS pensions were combined from 1 January 2012 in accordance with Law Decree 201 of 6 December 2011 (the Rescue Italy Decree) converted with amendments into Law 214 of 27 December 2011. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review 123 12.5 EVENTS AFTER 31 DECEMBER 2011 RELATING TO BANCOPOSTA RFC During the second half of 2011 the downgrade of Italy’s credit rating and heightened financial market volatility had a significant impact on the price of Italian government securities, generating substantial fair value losses on those classified as available-for-sale (AFS), which were recognised in the fair value reserve in Equity, net of tax. At 31 December 2011 the fair value reserve attributable to BancoPosta RFC had a negative balance of 1,991 million euros, net of tax, thus exceeding the reserve of 1 billion euros initially attributed by Poste Italiane SpA. However, postal current account deposits have remained stable and BancoPosta’s Equity continues to be sufficient to back the available-for-sale securities through to maturity, with steps taken and instruments created to cope with unexpected movements in deposits, without having to sell large volumes of securities at a loss. In addition, there was a general relaxation in early 2012 of the severe tensions across the international financial system and exceptional turbulence and volatility that had marked the preceding year, resulting in a narrowing of yield spreads between European and Italian bonds and, especially, German Bunds. This resulted in a reduction in the negative balance of the fair value reserve attributable to BancoPosta RFC from 1,991 million euros to 835 million euros at 31 March 2012. In January 2012, the Company's Board of Directors approved the participation of Poste Italiane-BancoPosta RFC, for up to 6 billion euros, in the sale and buyback scheme launched by the European Central Bank (ECB). A total of 5 billion euros in loans collateralised by securities were obtained in February 2012 from the ECB as part of its Long Term Refinancing Operations ("LTRO"). The purpose of loans was to finance the early purchase of securities for the investment portfolio, represented by Securities maturing over the next 36 months. 12.6 OUTLOOK FOR BANCOPOSTA RFC A major BancoPosta promotion will be launched in January 2012 to attract new current account deposits through a promotion aimed at both new and existing current account holders, offering gross credit interest of 4% on new deposits. There will be a further relaxation of the requirements for various private customer segments to obtain the benefits of Conto BancoPosta Più. The year will also be marked by the impact of the so-called “Salva Italia” (“Rescue Italy”) Decree, introduced by Law Decree 201 of 6 December 2011, converted into Law 214 of 22 December 2011, which provides for the following, with regard to reduction of the limit for the traceability of financial flows to 1,000 euros and efforts to combat the use of cash: • mandatory payment of pensions and wages by electronic payment instruments, including prepaid cards for amounts exceeding 1,000 euros; • a ban on banks and finance companies charging recipients of minimum pensions, including charges for revenue stamps; • mandatory offer by banks and finance companies of basic account services with simplified, transparent and easily comparable fee structures. The medium-term loan product for sole traders and professionals, Prontissimo Affari BancoPosta, which was introduced on a test basis in December 2011, will be officially launched. The year will see the introduction of new remote banking services, such as increased security of BPIOL and new Interbank Corporate Banking and Electronic Invoicing. The acquiring service associated with BancoPosta In Proprio Pos will also be developed. The electronic money segment will be broadened with new products. This will, in particular, entail the launch of a new credit card for SMEs and professionals developed together with Deutsche Bank and Visa, and the broadening of the Sconti BancoPosta loyalty programme to Deutsche Bank's retail Classic and Gold credit cards. A new PostePay prepaid card will be launched called MyPostepay which can be obtained directly from the Company's web page and personalised with an image selected by the customer including a personal photograph. Report on Operations 124 Furthermore, to promote the launch of e-postepay, two new top-up methods will be introduced: online at www.postepay.it, by Visa or Mastercard or by bank transfer. These methods will be introduced at a later date for other postepay cards. This will be accomplished by providing each e-postepay card with its own, unique IBAN that can be given to a bank when transferring funds to the card. The post office savings products provided by Cassa Depositi e Prestiti (Post Office Savings Books and Interest-bearing Postal Certificates) will be restructured in 2012 by adding new cash products designed to better meet customer needs and compete with the numerous similar products currently being offered. The above measures will permit BancoPosta's results for 2012 to be proportionately in line with those of its first eight months of operation in 2011. 12.7 OTHER INFORMATION ON BANCOPOSTA RFC Related party transactions The principal transactions conducted by the BancoPosta regard the Ministry of the Economy and Finance and Cassa Depositi e Prestiti, with particular reference to the post office savings and other Poste Italiane services. Detailed information on transactions between BancoPosta and its related parties are shown in Part H, Note 37 of BancoPosta RFC’s Separate Report. Separate financial statements Poste Italiane SpA's financial statements include separate BancoPosta financial statements in compliance with art. 2, paragraph 17-undecies of Law 10 converting Legislative Decree 225 of 29 December 2010, requiring separate disclosure of BancoPosta's ring-fenced assets and liabilities. Intersegment transactions Intersegment transactions between BancoPosta and Poste Italiane functions, which have not been included, are set out in Part A.1, Section 4 of Note 37 of the financial statements. Poste Italiane | Annual Report 2011 12. BancoPosta RFC Management Review | 13. Board of directors’ proposals to the shareholders 125 13. BOARD OF DIRECTORS’ PROPOSALS TO THE SHAREHOLDERS The Board of Directors proposes that the General Meeting: • approve the financial statements of Poste Italiane SpA for the year ended 31 December 2011, 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 (including the Separate Report on BancoPosta RFC), accompanied by the Directors’ Report on Operations; • appropriate profit for the year of 698,538,628 euros as follows: a) 37,183,003 euros to the legal reserve; b) 256,327,637 euros in profit attributable to BancoPosta RFC’s net profit for the year to retained earnings, to be appropriated to BancoPosta RFC’s Equity; c) the remaining 405,027,988 euros in accordance with the resolutions to be adopted by the General Meeting. Report on Operations 126 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) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2010 2011 Amount % 296,469 23,305 9,692 20,640 148,625 1,046 115 267,040 (29,960) (25,019) 17,124 125,688 1,102 96 (29,429) (53,265) (34,711) (3,516) (22,937) 56 (19) (9.9) n/s n/s (17.0) (15.4) 5.4 (16.5) The company employed on average 4 people seconded from the Parent Company (7 in 2010). n/s: not significant PostelPrint SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2010 2011 Amount % 115,007 6,400 4,058 538 36,891 231 23 115,678 (484) (895) 627 36,023 229 21 671 (6,884) (4,953) 89 (868) (2) (2) 0.6 n/s n/s 16.5 (2.4) (0.9) (8.7) n/s: not significant SDA Express Courier SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2010 437,736 (41,535) (34,508) 6,225 52,449 1,334 13 2011 440,755 (11,273) (7,619) 4,049 44,894 1,342 12 The company employed on average 2 people seconded from the Parent Company (4 in 2010). Poste Italiane | Annual Report 2011 Amount 3,019 30,262 26,889 (2,176) (7,555) 8 (1) % 0.7 (72.9) (77.9) (35.0) (14.4) 0.6 (7.7) Appendix - Key performance indicators for principal Poste Italiane Group companies 127 Italia Logistica Srl (*) Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2010 2011 Amount % 87,473 (3,627) (3,544) 1,786 1,876 66 16 91,352 (3,227) (2,685) 2,696 166 64 34 3,879 400 859 910 (1,710) (2) 18 4.4 (11.0) (24.2) 51.0 (91.2) (3.0) n/s Since 2008 the company has been accounted for using proportionate consolidation. In the above table it is consolidated on a line-by-line basis. The amounts shown for 2011 are those provided for the consolidated financial statements and have not yet been approved by the company's board of directors. n/s: not significant (*) Poste Tutela SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2010 2011 Amount % 81,325 1,501 971 21 8,146 4 85,126 1,680 1,156 9 9,310 6 3,801 179 185 (12) 1,164 2 4.7 11.9 19.1 (57.1) 14.3 50.0 The company employed on average 2 people seconded from the Parent Company (3 in 2010). Poste Vita SpA (*) Increase/(Decrease) (€000) Earned premiums Profit for the period Financial assets Balance of technical account for life assurance and Financial liabilities at fair value Equity Permanent workforce - end of period Flexible workforce - average (**) 2010 2011 Amount % 9,500,212 188,058 43,677,787 9,513,878 131,736 45,507,043 13,666 (56,322) 1,829,256 0.1 (29.9) 4.2 42,450,276 1,240,577 168 4 44,291,918 1,607,118 201 8 1,841,642 366,541 33 4 4.3 29.5 19.6 100.0 The company employed on average 3 people seconded from the Parent Company (6 in 2010). (*) The figures shown have been prepared in accordance with IFRS and therefore may not coincide with those in the financial statements prepared in accordance with the Italian Civil Code and Italian GAAP. (**) Earned premiums are reported gross of outward reinsurance premiums. BancoPosta Fondi SpA SGR Increase/(Decrease) (€000) Fee and commission income Net fee and commission income Profit for the period Financial assets (liquidity and securities) Equity Permanent workforce - end of period 2010 2011 Amount % 35,074 31,172 17,210 65,556 66,467 38 31,500 18,891 8,357 73,245 74,757 40 (3,574) (12,281) (8,853) 7,689 8,290 2 (10.2) (39.4) (51.4) 11.7 12.5 5.3 The company employed on average 0.1 people seconded from the Parent Company (5 in 2010). Postecom SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period Flexible workforce - average 2010 2011 Amount % 75,891 84 (1,106) 6,301 38,721 244 8 80,611 5,846 4,100 9,134 42,839 270 4 4,720 5,762 5,206 2,833 4,118 26 (4) 6.2 n/s n/s 45.0 10.6 10.7 (50.0) The company employed on average 16 people seconded from the Parent Company (7 in 2010). n/s: not significant Report on Operations 128 PosteMobile SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment(*) Equity(*) Permanent workforce - end of period Flexible workforce - average 2010 172,927 9,542 5,464 16,500 14,886 164 0 2011 288,385 26,251 16,568 65,956 61,599 316 1 Amount 115,458 16,709 11,104 49,456 46,713 152 1 % 66.8 n/s n/s n/s n/s 92.7 n/s The company employed on average 2 people seconded from the Parent Company (5 in 2010). (*) The figures for 2011 include the capital increase of 29,919 thousand euros subscribed by Poste Italiane SpA via the contribution of its Telecommunications unit. The contribution included, among other things, intangible assets and property, plant and equipment with a carrying amount of 35,363 thousand euros. n/s: not significant Europa Gestioni Immobiliari SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2010 44,908 30,116 18,338 779 435,616 11 2011 23,341 6,043 6,371 1,408 441,997 14 Amount (21,567) (24,073) (11,967) 629 6,381 3 % (48.0) (79.9) (65.3) 80.7 1.5 27.3 The company employed on average 1 person seconded from the Parent Company (1 in 2010). PosteShop SpA Increase/(Decrease) (€000) Revenues from sales and services Operating profit Profit for the period Investment Equity Permanent workforce - end of period 2010 56,195 (2,289) (2,500) 254 3,307 27 2011 46,552 2,141 1,284 394 4,548 34 The company employed on average 14 people seconded from the Parent Company (17 in 2010). n/s: not significant Banca del Mezzogiorno - Mediocredito Centrale SpA (€000) Net interest income (*) Net fee and commission income (*) Profit for the period (*) Financial assets Equity Permanent workforce - end of period Flexible workforce - average 2011 3,347 14,069 699 815,667 139,273 183 5 The company employed on average 8 people seconded from the Parent Company. (*) The amounts shown for 2011 refer to the period from 1 August 2011 (the date of acquisition of the company) and 31 December 2011. Poste Italiane | Annual Report 2011 Amount (9,643) 4,430 3,784 140 1,241 7 % (17.2) n/s n/s 55.1 37.5 25.9 Appendix - Key performance indicators for principal Poste Italiane Group companies | Glossary 129 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. 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. ICAAP: the Internal Capital Adequacy Assessment Process requires companies to assess their capital adequacy internally with respect to the risks assumed. This process, together with the Supervisory Review Process or “SREP”, represents the “second pillar” in Basle 2. 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. Phishing: attempt to criminally and fraudulently acquire confidential information by masquerading as a trustworthy entity in an electronic communication. Picking: this is one of the activities carried out as part of warehouse logistics and refers to the process of moving material from its original location to another, which may be an area within the same warehouse or another facility. Picking may be manual or automated. In the latter case, personnel only select the material, which is then moved by mechanical means. 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). 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. Report on Operations 130 131 POSTE ITALIANE GROUP CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2011 statements and notes ANNUAL REPORT 2011 132 CONTENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION 134 CONSOLIDATED INCOME STATEMENT 135 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 136 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 137 CONSOLIDATED STATEMENT OF CASH FLOWS 138 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 139 1. Introduction 139 2. Basis of accounting 140 3. Risk management 159 4. Operating segments 182 5. Property, plant and equipment 185 6. Investment property 188 7. Intangible assets 189 8. Investments accounted for using the equity method 191 9. Financial assets 193 10. Inventories 209 11. Trade receivables 209 12. Other receivables and assets 214 13. Cash and deposits attributable to BancoPosta 216 14. Cash and cash equivalents 216 15. Non-current assets held for sale 217 16. Share capital 218 17. Shareholder transactions 218 18. Earnings per share 219 19. Reserves 219 133 20. Technical provisions for insurance business 220 21. Provisions for liabilities and charges 221 22. Staff termination benefits and pension plans 223 23. Financial liabilities 224 24. Trade payables 230 25. Other liabilities 231 26. Revenues from sales and services 234 27. Earned premiums 238 28. Other income from financial and insurance activities 239 29. Other operating income 239 30. Cost of goods and services 241 31. Net change in technical provisions for insurance business and other claims expenses 243 32. Other expenses from financial and insurance activities 244 33. Staff costs 245 34. Depreciation, amortisation and impairments 246 35. Capitalised costs and expenses 247 36. Other operating costs 247 37. Finance income/costs 248 38. Income tax expense 249 39. Related party transactions 254 40. Other information 259 41. Information on investments 263 42. Event after 31 december 2011 264 ATTESTATION OF THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 PURSUANT TO ART.154-BIS OF LEGISLATIVE DECREE 58/1998 265 BOARD OF STATUTORY AUDITORS’REPORT 266 INDEPENDENT AUDITORS’REPORT 267 ANNUAL REPORT 2011 134 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS (€/000) Note 31 December 2011 of which related party transactions (Note 39) 31 December 2010 of which related party transactions (Note 39) 1 January 2010 of which related party transactions (Note 39) Non-current assets Property, plant and equipment [5] 2,789,470 - 2,956,784 - 3,123,942 - Investment property [6] 149,234 - 162,945 - 153,676 - Intangible assets [7] 557,597 - 521,358 - 513,550 - 6,671 14,659 14,659 324,834 59,364,728 536,693 Investments accounted for using the equity method [8] 9,821 9,821 6,671 Financial assets [9] 68,461,027 211,926 67,123,427 Trade receivables [11] 181,555 - 216,583 - 254,315 - Deferred tax assets [38] 1,730,199 - 760,014 - 644,844 - Other receivables assets [12] 728,463 1,466 621,497 1,466 584,429 1,466 Total 74,607,366 72,369,279 64,654,143 Current assets Inventories [10] 46,939 - 44,190 - 52,595 - Trade receivables [11] 3,883,464 2,067,481 3,751,337 2,145,564 4,042,455 2,222,756 Current tax assets [38] 68,974 - 52,408 - 50,358 - Other receivables and assets [12] 684,363 4,167 689,111 7,044 608,307 4,134 7,406,900 16,229,818 7,618,859 Financial assets [9] 15,271,523 8,164,839 14,701,442 Cash and deposits attributable to BancoPosta [13] 2,559,994 - 2,351,245 - 2,660,696 - Cash and cash equivalents [14] 1,903,455 829,399 1,093,145 840,624 2,038,783 1,515,829 Total Non-current assets held for sale 24,418,712 [15] TOTAL ASSETS 9,635 22,682,878 - 99,035,713 5,582 25,683,012 - 95,057,739 1,285 - 90,338,439 LIABILITIES AND EQUITY (€/000) Equity Share capital Reserves(*) Retained earnings Parent Note [16] [19] Minority interests Total 31 December 2011 of which related party transactions (Note 39) 31 December 2010 of which related party transactions (Note 39) 1 January 2010 of which related party transactions (Note 39) 1,306,110 (1,096,556) 2,638,648 2,848,202 - 1,306,110 (58,421) 3,135,376 4,383,065 - 1,306,110 663,618 2,605,182 4,574,910 - 13 - 13 - 13 - 2,848,215 4,383,078 4,574,923 Non-current liabilities Technical provisions for insurance business Provisions for liabilities and charges Staff termination benefits and pension plans Financial liabilities Deferred tax liabilities Other liabilities Total [20] [21] [22] [23] [38] [25] 44,260,432 540,010 1,196,269 1,945,603 248,994 135,574 48,326,882 46,179 227,417 6 41,738,868 451,572 1,323,481 2,191,263 293,795 140,244 46,139,223 - 35,927,121 43,750 425,924 - 1,445,954 371,122 3,286,155 417,328 6 152,692 41,655,174 39,323 512,668 6 Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Financial liabilities Total [21] [24] [38] [25] [23] 1,009,053 2,016,318 95,037 1,534,144 43,206,064 47,860,616 8,556 553,348 78,761 316,210 875,427 1,622,563 43,888 1,703,489 40,290,071 44,535,438 10,664 911,069 239,870 1,698,450 79,570 76,792 1,715,632 150,555 39,703,621 44,108,342 11,639 284,791 72,701 182,049 95,057,739 90,338,439 TOTAL LIABILITIES AND EQUITY (*) 99,035,713 This item includes the "Reserve for BancoPosta RFC ", totalling 1 billion euros, established on 14 April 2011 by appropriation from retained earnings. Poste Italiane | Annual Report 2011 Consolidated statement of financial position | Consolidated income statement 135 CONSOLIDATED INCOME STATEMENT Note 2011 of which related party transactions (Note 39) Revenues from sales and services [26] 10,108,572 2,660,318 10,133,509 2,666,138 Earned premiums [27] 9,526,355 - 9,504,804 - Other income from financial and insurance activities [28] 1,876,908 - 1,982,500 - Other operating income [29] 181,647 3,917 216,130 4,389 [4] 21,693,482 Cost of goods and services [30] 2,628,003 147,289 2,597,716 152,288 Net change in technical provisions for insurance business and other claims expenses [31] 9,886,613 - 10,190,477 - Other expenses from financial and insurance activities [32] 894,503 - 388,332 - Staff costs of which non-recurring costs/(income) [33] 5,896,510 (54,715) 29,931 - 6,004,505 (66,320) 29,511 - Depreciation, amortisation and impairments [34] 543,913 - 547,232 - Capitalised costs and expenses [35] (47,682) - (38,447) - Other operating costs [36] 250,169 12,259 277,609 5,248 (€/000) Total revenue Operating profit/(loss) 2010 of which related party transactions (Note 39) 21,836,943 1,641,453 1,869,519 Finance costs [37] 147,673 20,670 160,671 26,964 Finance income [37] 159,815 39,806 179,094 46,306 [8] 544 - (490) - Profit/(loss) on investments accounted for using the equity method Profit/(Loss) before tax Income tax expense 1,654,139 [38] 807,758 1,887,452 - 869,531 PROFIT FOR THE YEAR 846,381 1,017,921 attributable to owners of the Parent 846,381 1,017,921 - - attributable to minority interests Earnings per share [18] 0.648 0.779 Diluted earnings per share [18] 0.648 0.779 Consolidated financial statements - 136 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (€/000) Note Profit/(Loss) for the year 2011 2010 846,381 1,017,921 Available-for-sale financial assets Increase(Decrease) in fair value during the year [19.1] (2,780,366) (896,610) Transfers to profit or loss [19.1] (74,239) (339,167) [19.1] (148,116) 86,659 Cash flow hedges Increase/(Decrease) in fair value during the year [19.1] (70,998) 33,252 Actuarial gains/(losses) on provisions for staff termination benefits and pension plans Transfers to profit or loss [22.1] 63,160 70,003 Taxation of items recognised directly in, or transferred from, Equity [38.9] 979,315 336,097 Total other components of comprehensive income (2,031,244) (709,766) TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,184,863) 308,155 attributable to owners of the Parent (1,184,863) 308,155 - - attributable to minority interests Poste Italiane | Annual Report 2011 Consolidated statement of comprehensive income I Consolidated statement of changes in equity 137 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Equity Reserves (€/000) Note Balance at 1 January 2010 Total comprehensive income for the year Retained Cash flow earnings/ hedge (Accumulated reserve losses) Total Equity attributable to owners of the Parent Legal reserve Reserve for BancoPosta RFC 1,306,110 148,351 - 634,588 (119,321) 2,605,182 4,574,910 - - - (842,383) 81,704 1,068,834 308,155 Share capital Fair value reserve Minority interests Total Equity 13 4,574,923 - 308,155 Appropriation of Profit to Reserves [19] - 38,640 - - - (38,640) - - - Dividends paid [17] - - - - - (500,000) (500,000) - (500,000) 1,306,110 186,991 - (207,795) (37,617) 3,135,376 4,383,065 13 4,383,078 - (1,928,751) (148,332) 892,220* (1,184,863) - (1,184,863) Balance at 31 December 2010 Total comprehensive income for the year - - Appropriation of Profit to Reserves [19] - 38,948 - - - (38,948) - - - Dividends paid [17] - - - - - (350,000) (350,000) - (350,000) Establishment of BancoPosta RFC [19] - - 1,000,000 - - (1,000,000) - - - Balance at 31 December 2011 (*) 1,306,110 225,939 1,000,000 (2,136,546) (185,949) 2,638,648 2,848,202 13 2,848,215 This item includes profit for the year of 846,381 thousand euros, actuarial gains on provisions for staff termination benefits of 63,160 thousand euros, net of the related current and deferred taxation of 17,321 thousand euros Consolidated financial statements 138 CONSOLIDATED STATEMENT OF CASH FLOWS Note 2011 2010 Cash and cash equivalents at beginning of year Profit/(loss) before tax Depreciation, amortisation and impairments [34] Impairment of goodwill/goodwill arising from consolidation [7] Net provisions for liabilities and charges [21] Use of provisions for liabilities and charges [21] Provisions for staff termination benefits [22] Staff termination benefits paid [22] (Gains)/losses on disposals [29] (Gains)/losses on financial assets/liabilities measured at fair value (Income)/Expenses from financial and insurance activities (Dividends) [37] Dividends received (Finance income realised) [37] (Finance income in form of interest) [37] Interest received Interest expense and other finance costs [37] Interest paid Losses and impairments/(Recoveries) on receivables [36] Income tax paid [38] Other changes Cash generated by operating activities before changes in working capital [a] Changes in working capital: (Increase)/Decrease in Inventories [10] (Increase)/Decrease in Trade receivables (Increase)/Decrease in Other receivables and assets Increase/(Decrease) in Trade payables Increase/(Decrease) in Other liabilities Cash generated by/(used in) changes in working capital [b] Increase/(Decrease) in liabilities attributable to financial activities Net cash generated by/(used for) financial assets attributable to financial activities held for trading Net cash generated by/(used for) available-for-sale financial assets attributable to financial activities Net cash generated by/(used for) held-to-maturity financial assets attributable to financial activities (Increase)/Decrease in cash and deposits attributable to BancoPosta [13] (Increase)/Decrease in other assets attributable to financial activities Cash generated by/(used for) assets and liabilities attributable to financial activities [c] Payment of liabilities linked to financial contracts attributable to insurance activities [23] Net cash generated by/(used for) financial assets at fair value through profit or loss attributable to insurance activities Increase/(Decrease) in net technical provisions for insurance business Net cash generated by/(used for) available-for-sale financial assets attributable to insurance activities [9] (Increase)/Decrease in other assets attributable to insurance activities Cash generated by/(used for) assets and liabilities attributable to insurance activities [d] Net cash flow from /(for) operating activities [e]=[a+b+c+d] - of which related party transactions Investing activities: Property, plant and equipment [5] Investment property [6] Intangible assets Investments [8] Other financial assets Newly consolidated companies less cash Disposals: Property, plant and equipment, investment property and assets held for sale Investments [8] Other financial assets Change in basis of consolidation Net cash flow from /(for) investing activities [f] - 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 [17] Net cash flow from/(for) financing activities and shareholder transactions [g] - of which related party transactions Net increase/(decrease) in cash [h]=[e+f+g] Cash and cash equivalents at end of year [14] (€/000) 1,093,145 1,654,139 543,913 437,889 (220,064) 661 (133,712) (32,826) 246,184 (571,600) (81) 70 (20,831) (136,195) 90,719 143,952 (57,735) 4,526 (777,688) 3,258 1,174,579 2,038,783 1,887,452 547,232 13,390 407,175 (415,348) 502 (111,746) (100,976) (139,946) (739,708) (376) 358 (40,020) (132,726) 84,694 154,652 (77,682) 62,922 (782,891) (4,179) 612,779 (2,749) (69,990) (85,865) 388,094 (181,218) 48,272 2,138,465 (6) (1,522,634) 347,069 (208,749) (1,327,684) (573,539) (663,031) 8,405 258,602 (89,503) (75,887) (48,553) 53,064 2,152 112,710 (268,086) (1,510,042) 309,451 426,982 (926,833) (1,005,189) 1,253,071 5,367,807 (5,646,929) (2,472) 308,446 957,758 (482,405) (480,268) 6,953,491 (5,602,437) (1,861) (136,264) (397,254) 302,418 (210,182) (1,223) (203,080) (2,608) (99,225) 451,575 (247,056) (1,180) (185,745) (1,700) (482,229) - 46,132 98,140 79,529 81,367 54,105 154,526 (85,608) (350,000) (226,977) (194,874) 810,310 1,903,455 120,119 108,832 9,131 (679,828) (29,837) (187,543) 155,237 663,750 (500,000) 131,444 (504,957) (945,638) 1,093,145 1,903,455 (323,987) (17,765) (15,588) 1,546,115 1,093,145 (26,647) (12,155) 1,054,343 Cash and cash equivalents at end of year Escrow account held at the Italian Treasury Amounts that cannot be drawn on due to court rulings Current account overdrafts Unrestricted net cash and cash equivalents at end of year Poste Italiane | Annual Report 2011 [14] Consolidated statement of cash flows I Notes to the consolidated financial statements 139 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 (a 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. On 26 February 2011, art. 2, paragraphs 17-octies et seq. of Law 10, which converted Law Decree 225 of 29 December 2010 into law, provided that Poste Italiane SpA’s shareholder should form ring-fenced capital to be used in relation to BancoPosta’s operations only, as governed by Presidential Decree 144 of 14 March 2001. The ensuing resolution, which was approved by the General Meeting held on 14 April 2011 and filed with the Companies’ Register on 2 May 2011, required the Parent Company to establish ring-fenced capital of 1 billion euros. On 11 July 2011 the Court of Rome certified the absence of any opposition from creditors or of any legal challenge to the above shareholder resolutions, thereby rendering them effective from 2 May 2011. These consolidated financial statements for the year ended 31 December 2011 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 140 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 18 April 2012, 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 accounting policies adopted, described in notes 2.2 and 2.3, reflect the fact that the Group will remain fully operational in the foreseeable future, in accordance with the going concern assumption, and are consistent with those applied in the preparation of the consolidated financial statements for the year ended 31 December 2010. 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 non-recurring 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. Following the formation of BancoPosta's ring-fenced capital, certain components of the statement of financial position at 31 December 2011, a number of items in the income statement and the related notes have been reclassified with respect to previous statements. This classification was also made necessary by the fact that the components of the ring-fenced capital are accounted for by the Parent Company, where applicable, in accordance with Bank of Italy Circular 262 – Banks’ Financial Statements: Layout and Presentation. In order to provide a like-for-like basis for comparison with 2010, and in accordance with the requirements of paragraph 39 of IAS 1 – Presentation of Financial Statements3, amounts in the statements of financial position at 31 December 2010 and 2009 and items in the statement of cash flows for 2010 have also been reclassified. 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. 3. Paragraph 39 of IAS 1 - Presentation of Financial Statements states that when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements or when it reclassifies items in its financial statements, it shall present, as a minimum, three statements of financial position, two of each of the other statements and the related notes. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 141 At the date of approval of these consolidated financial statements, there is no established practice on which to base interpretation and application of newly published, or revised, international accounting standards. 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. In the meantime, the MEF Decree issued on 8 June 2011 contains instructions regarding the coordinated application of EU-endorsed international accounting standards coming into effect between 1 January 2009 and 31 December 2010, in addition to regulations governing determination of the tax bases for IRES and IRAP. This does not, however, cover all aspects and, in view of the fact that the Decree has only recently been issued, there are no significant legal interpretations or specific examples of best practice. The consolidated finance statements have, therefore, been prepared on the basis of the best knowledge currently available and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent reporting periods, in accordance with the specific procedures provided for by the related standards. 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 2011, 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. 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, in corresponding technical provisions and in financial liabilities measured at fair value. 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 year to specific items reported separately in consolidated Equity and the consolidated income statement; • business combinations, entailing the acquisition of control of an entity, are accounting 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 minority interests in entities already controlled by the Group are not accounted for as acquisitions, but as changes n 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; Consolidated financial statements 142 • 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 41.24 Investments in subsidiaries (note 41.3) 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. 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 2011 31 December 2010 Consolidated on a line-by-line basis Consolidated using proportionate consolidation Consolidated using the equity method 16 1 7 16 1 7 Total subsidiaries 24 24 The following transactions took place during 2011: • On 29 March 2011 the investments held by Poste Italiane SpA and Postecom SpA in PosteLink Scrl, amounting to 70% and 15% respectively, were transferred to Postel SpA, which already held a 15% interest. Then, on 24 June 2011, PosteLink Scrl was merged with and into Postel SpA, with effect for legal purposes from 30 June 2011 and with the tax and accounting effects backdated to 1 January 2011. • On 11 April Postel do Brasil Ltda carried out a capital increase with a value of 2,214,452 Brazilian reals (equal to 1,202,137 euros) by converting all the receivables due to Postel SpA from the Brazilian subsidiary, and written off in previous years, and via a cash payment of 68,343 Brazilian reals (29,975 euros). The deed is currently being registered with the Brazilian Trade Board and, following registration, the Sole Director will be able to formally place the company in liquidation. As a result of the capital increase, the Group’s interest in Postel do Brasil Ltda has risen from 99.88% to 99.99%. • On 1 August 2011 UniCredit SpA transferred ownership of its shareholding in MedioCredito Centrale SpA to Poste Italiane SpA following execution of the agreement signed on 20 December 2010. The total cost incurred by the Parent Company was 139,978,080 euros, consisting of a provisional price of 136,000,000 euros, paid on the transaction date, and subse4. The figures provided by Italia Logistica Srl for the consolidated financial statements have not yet been approved by the company’s board of directors. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 143 quently topped up with a final payment of 3,978,080 euros. On 19 December 2011 MedioCredito Centrale SpA changed its name to Banca del Mezzogiorno – MedioCredito Centrale SpA (hereafter also BdM-MCC). A comparison of the assets and liabilities accounted for using the accounting policies of the seller and those of the Poste Italiane Group is shown below: Components of BdM-MCC SpA's financial position at 1 August 2011 Intangible assets to be allocated Property, plant and equipment Intangible assets Deferred tax assets Other non-current assets Situation under seller's accounting policies Situation under Poste Group's accounting policies - 1,757 232 232 12 12 6,771 7,831 68,874 68,874 Current assets 689,964 687,532 Assets acquired 765,853 764,481 Deferred tax liabilities Non-current financial liabilities Other non-current liabilities 13 330 582,661 582,661 7,659 7,067 35,311 36,202 Liabilities assumed 625,644 626,260 Equity acquired 140,209 138,221 Current liabilities The Parent Company elected to apply the option granted by paragraphs 45 et seq. of IFRS 3 and to complete measurement of the business combination involving MedioCredito Centrale SpA within twelve months of the acquisition date. At the date of preparation of these financial statements the provisional difference between the price paid to the seller and the net value at the acquisition date of the identifiable assets acquired and the identifiable liabilities assumed, measured in accordance with IFRS 3, is 1,757 thousand euros. At 31 December 2011 this difference is accounted for in Intangible assets whilst awaiting completion of the process of measuring the individual components of the net assets acquired (note 7.1). BdM-MCC SpA's income statement Net interest income Net fee and commission income Net income/(loss) for the period From date of acquisition to 31 December 2011 3,347 14,069 699 A list of subsidiaries consolidated on a line-by-line basis and key information is supplied in note 41.1. Summary information about investments in associates accounted for using the equity method is provided in notes 8.3 and 41.3. Consolidated financial statements 144 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 5-8 Furniture and fittings 5-8 Electrical and electronic office equipment 3 - 10 Motor vehicles 4 - 10 Automobiles Leasehold improvements Other assets (*) 4 estimated lease term (*) 3 - 10 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 145 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 use 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 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. Consolidated financial statements 146 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 date5. 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. 5. This is possible for transactions carried out on organised markets (the so-called “regular way”). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 147 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 noncurrent assets. These assets are carried at amortised cost6 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 financial assets Held-to-maturity financial assets 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. Financial assets are derecognised when the Group no longer has a contractual right to receive cash flows from the investment and it has substantially transferred all the related risks and rewards and control. 6. 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. Consolidated financial statements 148 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 twelve 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 throughout the term of the hedge. • 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 commitment7. 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. IAS 39 allows an entity to designate the item underlying a fair value hedge not only as an individual financial asset or liability but also as a cash amount, deriving from a group of financial assets and liabilities (or portions thereof), in such a way that a group of derivative instruments may be used to reduce exposure to fair value interest rate risk (a so-called macro hedge). Macro hedges cannot be used for net amounts deriving from differences between assets and liabilities. Like micro hedges, macro hedges are deemed highly effective if, at their inception and throughout the term of the hedge, changes in the fair value of the cash amount are offset by changes in the fair value of the hedges, and if the effective results fall within the interval required by IAS 39. • Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges8 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. 7. 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. 8. 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 149 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 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. 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 that, based on the best information available at the date of preparation of the financial statements, it is deemed unlikely that the Consolidated financial statements 150 economic benefits will flow to the Group after the 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 accounting9. Cash and deposits attributable to BancoPosta Cash and valuables held at post offices, and bank deposits attributable to the operations of BancoPosta, are accounted for separately in Cash and cash equivalents as they derive from deposits subject to investment restrictions, or from advances from the Italian Treasury to ensure that post offices can operate. This cash cannot be used for purposes other than to extinguish obligations deriving from the above transactions. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2011 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 other things, the Reserve for BancoPosta RFC, representing the initial reserve attributed to BancoPosta RFC, 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. 9. 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 accrued revenue at the given date. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 151 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 SpA 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: 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 features10 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 assigned to them and recognised in technical provisions (deferred liabilities payable to policyholders) under the shadow accounting method (IFRS 4.30). The calculation technique used in applying the shadow accounting method is based on the prospective yield on each separately managed account, considering an assumed realisation of unrealised gains and losses over a period of time that matches the assets and liabilities held in the portfolio. Assessment of the portion to be recognised in the specific deferred liability payable to policyholders also takes account, for each separately managed account, of contractual obligations, the level of guaranteed minimum returns and any financial guarantees provided. The assumption of an immediate realisation of losses and gains, as used in the financial statements for previous years, is no longer applied from 2011, as it is based on unrealistic assumptions which, whilst acceptable under conditions of modest financial market volatility, generate inappropriate results in an exceptional situation such as the current one. Adoption of the new calculation technique has not result11 ed in any change in comparative amounts . 10. A contractual right of investors to receive returns on the assets under management. 11. The new calculation technique applied to the comparative reporting periods of 2009 and 2010 in these consolidated financial statements has not generated any change, taking account of the following primarily considerations: • the exceptional degree of financial market turbulence in 2011, above all in terms of the spread between Italian and German government securities during November and December 2011; • under existing contractual obligations, unrealised gains attributable to policyholders and recognised in technical provisions would benefit policyholders to the same extent under both the previous and new methods; • with regard to guaranteed minimum returns and other existing contractual obligations, the new method attributes to policyholders, and recognises in technical provisions, a larger share of unrealised losses attributable to policyholders compared with the previous method, given that it is based on a longer period of time in which losses may be realised, in accordance with an ALM approach. The provisions are tested for adequacy (a Liability Adeguacy Test, or LAT) in accordance with IFRS4 and the test described in the section "Use of estimates – Technical provisions for insurance business" in these consolidated financial statements. Consolidated financial statements 152 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. 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, which include staff termination benefits payable to employees pursuant to article 2120 of the Italian Civil Code, break down into two categories. • 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 200612. • 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. 12. 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 153 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, 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 2006, 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. Defined benefit plans also include supplementary pension plans guaranteeing members and their surviving spouses a pension in addition to those managed by INPS to the extent and according to the conditions provided for in specific regulations, the collective labour contract and the law. Initial recognition and subsequent measurement are carried out according to the same standards applied to staff termination benefits. In addition, like staff termination benefits, measurement of the liability recognised in the financial statements is carried out by independent actuaries. 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. Other long-term employee benefits Other long-term employee benefits consist of benefits not payable within twelve months of the end of the reporting period in which the staff concerned were employed. Generally, there is not the same degree of uncertainty regarding the measurement of Other long-term employee benefits as there is in relation to post-employment benefits. As a result, IAS 19 permits use of a simplified method of accounting: the net change in the value of all components of the liability during the reporting period is recognised in full in the income statement. Measurement of the liability recognised in the financial statements for Other long-term employee benefits is carried out by independent actuaries. 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 is recognised on a time proportion basis, using the effective interest method. This income is clas- Consolidated financial statements 154 sified 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 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 effects13. 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. In addition, in application of the new version of IAS 24 – Related Party Disclosures, introduced by EU Regulation 632/2010, related parties external to the Group also include the associates and jointly controlled entities of the entities controlled by the MEF. 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. 13. Diluted earnings per share is calculated by taking into account of 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 2011 Notes to the consolidated financial statements 155 Accounting standards and interpretations applicable from 1 January 2011 The following amendments, interpretations and changes are applicable from 1 January 2011, but their adoption has not resulted in any change to the presentation or measurement of items in the Poste Italiane Group’s financial statements: • change to IAS 32 – Financial Instruments: Presentation, adopted by EC 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 EC Regulation 574 issued on 30 June 2010; • IAS 24 – Related Party Disclosures and Change to IFRS 8 – Operating segments, adopted by EC Regulation 632 issued on 19 July 2010; • changes to IFRIC 14 – Prepayments of a Minimum Funding Requirement, adopted by EC 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 EC Regulation 662 issued on 23 July 2010; • Improvements to IFRS, adopted by EC Regulation 149/2011 of 18 February 2011. New accounting standards and interpretations not yet effective At the date of approval of these consolidated 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. These include the following: • IFRS 9 – Financial Instruments, as part of the review of the existing IAS 39; a number of Exposure Drafts have also been issued regarding Amortised Cost and Impairment, Fair Value Option for Financial Liabilities and Hedge Accounting; • IFRS 10 – Consolidated Financial Statements, regarding consolidation of the financial statements of subsidiaries as part of the review of IAS 27 and SIC 12 - Consolidation – Special Purpose Entities; • IFRS 11 – Joint Arrangements, as part of the review of IAS 31 – Interests in joint ventures; • IFRS 12 – Disclosure of Interests in Other Entities; • IFRS 13 – Fair Value Measurement; • IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine; • Exposure Draft “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 “Revenue from Contracts with Customers” as part of the review of the existing IAS 11 and IAS 18, regarding revenue recognition; • Exposure Draft “Insurance Contracts” as part of the review of the existing IFRS 4, regarding the accounting treatment of insurance contracts; • Exposure Draft “Leases” as part of the review of the existing IAS 17, regarding the accounting treatment of leases; • Exposure Draft “Income Taxes: “Deferred Tax: Recovery of Underlying Assets”, • Exposure Draft “Improvements to IFRS” as part of the annual programme of general improvements and review of IFRS; • Exposure Draft “Offsetting Financial Assets and Financial Liabilities”; • Exposure Draft “Investment Companies”; • Exposure Draft “Government Loans”, as part of the review to IFRS 1 – First-Time Adoption of International Financial Reporting Standards; • Changes to IFRS 1 – Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters”; • Change to IAS 1 - Presentation of Financial Statements: Statement of Comprehensive Income, regarding presentation of the statement of comprehensive income in the financial statements; • Changes to IAS 19 – Employee Benefits as part of the review of the international accounting standard for employee benefits; • IAS 28 Revised – Investments in Associates and Joint Ventures. Finally, on 23 November 2011 EU Regulation 1205/2011 was published. This has adopted the changes to IFRS 7 – Financial Instruments: Disclosures – Transfers of Financial Assets applicable from 1 January 2012. 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. Consolidated financial statements 156 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 between Poste Italiane SpA and the tax authorities that expired in 2007, in 2011 the Parent Company 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 2011, receivables due to the Parent Company from the MEF and the Cabinet Office amount to approximately 2.16 billion euros. This amount consists of: • receivables of over 1,211 million euros in the form of Universal Service Obligation (USO) subsidies, including 1,093 million euros relating to the three-year period 2009-2011. These receivables are accounted for gross of 324 million euros deposited by the MEF, in December 2011, in a non-interest bearing escrow account held by the Parent Company at the Italian Treasury. Release of the sum deposited by the MEF and collection of the remaining receivables, including approximately 109 million euros relating to the Contratto di Programma (Planning Agreement) for 2006-2008, it is necessary to wait for the European Commission’s ruling on the Contratto di Programma (Planning Agreement) for 2009-2011, and until the MEF has replenished its cash holdings. Finally, receivables of approximately 9 million euros for 2005 have been cut following the budget laws for 2007 and 2008; • receivables of approximately 415 million euros in the form of publisher tariff subsidies. Of this amount, approximately 254 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. These receivables have been accounted for at present value. With regard to the remaining amount of approximately 161 million euros, the Cabinet Office has postponed a decision regarding the exact amount due until a special interministerial committee has reported. The committee’s conclusions has so far not provided the basis for an agreed solution. Of this last amount, subsidies of approximately 8 million euros for the first quarter of 2010 are still not covered by a provision in the government’s budget; • further receivables of 530 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 approximately 155 million euros of these items, above all the latter, and payment of approximately 10 million euros has been suspended whilst awaiting specific measures. Based on the above, of the total amount receivable, with a face value of over 2.16 billion euros, in the case of approximately 172 million euros either no provision has been made in the government’s budget or there is no legislation establishing Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 157 the procedures for payment of the Parent Company, whilst the collection, or availability, of approximately 1,619 million euros is to 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 2011 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 2011 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 for appeals against dismissal, and a cap on compensation payable to an employee in the event of "court-imposed conversion" of a fixedterm 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. Compared with the end of 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. 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, it is 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 in order to identify any evidence of impairment. Where applicable, the tests carried out at 31 December 2011 were based on projections contained in the three-year plans for the relevant cash generating units (Group companies or their subsidiaries) for the period 2012-2014, where available, and on economic forecasts for future reporting periods. The figures for the last year of the plan were used Consolidated financial statements 158 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 1% was used in the tests carried out at 31 December 2011. 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 is difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2011 the fair value of the Parent Company’s operating properties was significantly higher than their carrying amount. In determining the net carrying amount of Land and Buildings used in operations, 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 Land and Buildings used in operations 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. 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 159 Provisions for doubtful debts Provisions for doubtful debts reflect estimated losses on receivables, taking into 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. The LAT test is conducted on the basis of the present value of future cash flows, obtained by projecting expected future cash flows from the existing portfolio at the end of the reporting period, based on appropriate assumptions regarding the cause of termination (death, surrender, redemption, reduction) and the performance of claims expenses. If necessary, technical provisions are topped up and the related charge expensed in the income statement. 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 transactions and of the associated risks is primarily attributable to the operations of the Parent Company and the insurance company, Poste Vita SpA. Poste Italiane SpA With regard to the Parent Company, financial transactions primarily regard BancoPosta’s operations and transactions involved in the funding of assets and the investment of the Company’s own liquidity. BancoPosta’s operations are governed by Presidential Decree 144/2001. From 2 May 2011 BancoPosta has ring-fenced capital, as approved by the General Meeting of 14 April 2011 for the purposes of applying the Bank of Italy’s prudential requirements and protecting creditors, pursuant to art. 2 (paragraphs 17-octies to 17-duodecies) of the so-called “Milleproroghe” (“Thousand Extensions”) Decree, convert- Consolidated financial statements 160 ed into Law 10 of 26 February 2011. BancoPosta RFC was provided with a legally separate reserve of 1 billion euros attributed from Poste Italiane SpA's retained earnings. The assets and liabilities included in BancoPosta’s ring-fence derive from the management of postal current accounts deposits, carried out in the name of BancoPosta but subject to statutory restrictions, and collections and payments on behalf of third parties. The funds deriving from postal current account deposits by private customers are invested in euro zone government securities, whilst deposits by Public Sector entities are deposited with the Ministry of Finance and the Economy. During 2011 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 investment model adopted by the Parent Company in 2010. The new maturity profile was developed based, among other things, on a leading market operator's statistical/econometric model that reflects the interest rates and maturities typical of postal current accounts. The model is also used as the basis for investment policies in order to limit exposure to rate and liquidity risks by foreseeing mismatches caused by the need to marry the exigencies of risk management with those of improving returns which are dependent on the ever changing yield curve. On the other hand, operations not covered by the ring-fence, primarily regarding management of the Parent Company’s own liquidity, are carried out 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. 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 guaranteed minimum 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 commercial assumptions) and under stress and other scenarios based on different sets of assumptions. In contrast, index- and unit-linked products, relating to so-called Branch III insurance products, regard policies where the premium paid is invested in structured financial instruments, Italian government securities, warrants and mutual investment funds. 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 financial risks associated with them are borne almost entirely by the customer. However, in the case of policies issued after the introduction of the regulations, the company assumes sole liability for solvency risk associated with the instruments in which premiums are invested. The company continuously monitors changes in the risk profile of individual products, focusing above all on the risk linked to the insolvency of issuers. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 161 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, BdM-MCC 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 – Financial Instruments: Disclosures, which distinguishes between four main types of risk (a non-exhaustive classification): • market risk; • credit risk; • liquidity risk; • cash flow interest rate risk. In turn, 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 the 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. Sovereign risk became a major component of market risk during 2011, due to the importance of the impact of the spreads applicable to government securities on the fair value of euro zone government securities, which reflects the market’s perception of the credit rating of sovereign issuers. The performance of spreads during the year resulted in a reduction in the fair value of these securities, only partially offset by a decline in risk-free interest rates during the same period. The resulting impact on the fair value of the securities held by the Group at 31 December 2011 is described in the note on Sovereign Risk. 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 regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that BancoPosta is not yet required to apply such standards, whilst waiting for specific instructions. Consolidated financial statements 162 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” (“Financial instruments at fair value through profit or loss”) 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 2010 and 31 December 2011 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 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) - - 9,367 8,914 453 (9,367) (8,914) (453) 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) 2011 effects Available-for-sale financial assets Equity instruments Other investments 2,330,102 28,135 2,301,967 189,439 10,231 179,208 (189,439) (10,231) (179,208) 180,234 1,687 178,547 (180,234) (1,687) (178,547) - - 9,205 8,544 661 (9,205) (8,544) (661) Financial assets at FV through profit or loss 5,577,626 326,844 (326,844) 325,835 (325,835) 1,011 (1,011) - - 4,874,775 702,851 291,098 35,746 (291,098) (35,746) 290,150 35,685 (290,150) (35,685) 949 62 (949) (62) - - 68,390 69,344 (954) 16,160 16,205 (45) (16,160) (16,205) 45 16,161 16,205 (44) (16,161) (16,205) 44 (1) (1) 1 1 - - 7,976,118 532,443 (532,443) 522,230 (522,230) 1,010 (1,010) 9,205 (9,205) 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 Structured bonds Other investments Derivative financial instruments Fair Value through profit or loss Fair Value through profit or loss (liab.) Variability at 31 December 2011 Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 163 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 investment funds. Investments in equity instruments consist of the Parent Company’s holding of 75,628 Master Card Incorporated class B shares with a fair value of 21,682 thousand (compared with 150,628 thousand shares with a fair value of 25,263 thousand at 31 December 2010), 11,144 Visa Incorporated class C shares, with a fair value of 870 thousand euros (11,144 shares, with a fair value of 586 thousand euros at 31 December 2010), whilst Poste Vita SpA’s separate Branch I portfolios held shares totalling 5,583 thousand euros (compared with 6,417 thousand at December 31, 2010). The shares held by the Parent Company are not traded in a regulated stock exchange but, in the event of their sale, are convertible into an equal number of Class A shares, which are traded on the New York Stock Exchange. For sensitivity analysis purposes, the value of these shares was associated with the corresponding A shares, taking into account the volatility of the shares traded on the NYSE. Other investments included units of mutual investment funds held by Poste Vita SpA - amounting to 2,298,275 thousand euros (2,388,540 thousand euros at 31 December 2010), to meet its obligations to policyholders under the separately managed Branch I accounts - and units of mutual investment funds held by the Parent Company, amounting to 3,692 thousand euros (3,830 thousand euros at 31 December 2010). With regard to the instruments held by Poste Vita SpA, any changes at the above dates are fully reflected in the liability to policyholders as a result of application of the shadow accounting method. The calculation technique used by the Group in applying this method is, from 2011, based on the prospective yield on each separately managed account, considering an assumed realisation of unrealised gains and losses over a period of time that matches the assets and liabilities held in the portfolio (note 2.3 on Insurance contracts). Financial assets recognised at fair value through profit or loss This item reflects investments by Poste Vita SpA (note 9.14) 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 no. 32/2009, are borne by policyholders. Derivative financial instruments This item reflects warrants acquired to cover the benefits associated with the Branch III policies, “Alba”, “Terra”, “Quarzo”, “Titanium”, “Arco” and “Prisma” (note 9.15). The negative balance regards the forward purchase of warrants during the year to cover obligations associated with the “6Speciale” policy, with a face value of 200 million euros (note 9.15). 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. Financial assets At 31 December 2011 this item primarily reflects equity instruments held by the Parent Company (note 3.1) denominated in US dollars, given that during 2011 Poste Vita SpA extinguished its US dollar exposure in fixed income securities linked to Branch I insurance contracts (0.8 million US dollars at 31 December 2010). Bilancio consolidato 164 3.2 - Market risk - US dollar Date of reference on the analysis Position in USD/000 2010 effects Available for sale financial assets Equity instruments Fixed income instruments Financial assets at Fv through profit or loss Fixed income instruments Variability at 31 december 2010 2011 effects Available for sale financial assets Equity instruments Fixed income instruments Financial assets at Fv through profit or loss Fixed income instruments Variability at 31 december 2011 Position in €/000 Effect on liabilities towards policyholders +Vol -Vol 260 days 260 days Pre-tax profit +Vol 260 days -Vol 260 days Equity reserves +Vol -Vol 260 days 260 days 35,196 34,539 657 26,340 25,849 491 - - - - 2,630 2,630 - (2,630) (2,630) - 205 205 35,401 153 153 26,493 (67) (67) (67) 67 67 67 - - 2,630 (2,630) 29,180 29,180 - 22,552 22,552 - - - - - 2,501 2,501 - (2,501) (2,501) - - - - - - - - - 29,180 22,552 - - - - 2,501 (2,501) Trade receivables/payables due from and to overseas correspondents The most significant net position (approximately 77% 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 2011 this position has a positive balance of 368 thousand euros (a negative balance of 596 thousand euros at 31 December 2010). 3.3 - Market risk - SDRs Date of reference of the analysis 2010 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2010 2011 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2011 Poste Italiane | Annual Report 2011 Change in value +Vol -Vol 260 days 260 days Pre-tax profit +Vol -Vol 260 days 260 days Equity reserves +Vol -Vol 260 days 260 days Position in SDRs/000 Position in €/000 59,787 (60,305) 68,907 (69,503) 3,668 (3,700) (3,668) 3,700 3,668 (3,700) (3,668) 3,700 - - (518) (596) (32) 32 (32) 32 - - 66,872 (66,562) 79,347 (78,979) 4,343 (4,323) (4,343) 4,323 4,343 (4,323) (4,343) 4,323 - - 310 368 20 (20) 20 (20) - - Notes to the consolidated financial statements 165 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 RFC, Poste Vita SpA and BdM-MCC SpA. In line with previous years, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve +/- 100 bps. Due to the deterioration in Italy’s credit rating (described in the following section), 2011 witnessed fluctuations in the yields on government securities that were at times in excess of 100 bps. The measures of sensitivity shown in the following analysis do, however, offer a basic point of reference, useful in assessing potential changes in fair value in the event of greater movements in interest rates. 3.4 - Market risk - Fair value interest rate risk Effect on liabilities towards policyholders Date of reference of the analysis Notional Fair value 2010 effects Available-for-sale financial assets(1) Fixed income instruments 45,267,626 45,267,626 45,046,511 45,046,511 4,636,480 4,636,480 3,668,330 3,668,330 (175,808) (175,808) 720,000 720,000 - (13,700) (13,700) - - Variability at 31 December 2010 50,624,106 2011 effects Available-for-sale financial assets(1) Fixed income instruments +100bps Equity reserves Pre-tax profit -100bps +100bps -100bps -100bps - - (929,038) 1,025,904 - (929,038) 1,025,904 175,675 175,675 - - - - - - - (56,147) (56,147) - 62,176 62,176 - 48,701,141 (1,623,000) 1,785,202 - - (985,185) 1,088,080 53,181,799 53,181,799 47,722,022 47,722,022 (1,496,323) 1,655,535 (1,496,323) 1,655,535 - - (947,831) - (947,831) Financial assets at FV through profit or loss Fixed income instruments 5,572,909 5,572,909 4,063,829 4,063,829 (205,769) (205,769) - - - - Derivative financial instruments Cash flow hedges (liabilities) Fair value through profit or loss (liabilities) 2,102,200 800,000 1,302,200 (33,090) (31,281) (1,809) (10,049) (10,049) 10,049 (25,934) 26,803 10,049 (25,934) 26,803 (32,852) (32,852) - 35,247 35,247 - 60,856,908 51,752,761 Financial assets at FV through profit or loss Fixed income instruments Derivative financial instruments Cash flow hedges (liabilities) Fair value through profit or loss (liabilities) Variability at 31 December 2011 (1) (1,447,192) 1,609,527 (1,447,192) 1,609,527 +100bps 205,814 205,814 968,058 968,058 (1,712,141) 1,871,398 (25,934) 26,803 (980,683) 1,003,305 The effects are only measured for components of the portfolio not covered by fair value hedges. Details of fair value interest rate risk are shown below and broken down as follows: a. Financial Services, primarily regarding the financial instruments attributable to BancoPosta RFC and BdM-MCC SpA; b. Insurance Services, regarding the financial instruments of the insurance company, Poste Vita SpA, and its subsidiary, Poste Assicura; c. Postal and Business Services, including all the Group’s other financial instruments. Consolidated financial statements 166 a. Financial Services 3.5 - Market risk - Fair value interest rate risk Effect on liabilities towards policyholders Date of reference of the analysis 2010 effects Available-for-sale financial assets Fixed income instruments Derivative financial instruments Cash Flow hedges (liabilities) Fair value through profit or loss (liabilities) Variability at 31 December 2010 2011 effects Available-for-sale financial assets Fixed income instruments Derivative financial instruments Cash Flow hedges (liabilities) Fair value through profit or loss (liabilities) Variability at 31 December 2011 Pre-tax profit Notional Fair value +100bps -100bps 14,571,850 14,571,850 14,590,005 14,590,005 - - 720,000 720,000 - (13,700) (13,700) - - 15,291,850 14,576,305 16,329,913 16,329,913 Equity reserves +100bps -100bps +100bps -100bps - - (868,824) - (868,824) 955,829 955,829 - - - - - - - (924,971) 1,018,005 13,962,003 13,962,003 - - - - (616,592) - (616,592) 1,850,000 800,000 1,050,000 (25,370) (31,281) 5,911 - - (25,648) 26,517 (25,648) 26,517 (32,852) (32,852) - 35,247 35,247 - 18,179,913 13,936,633 - - (25,648) 26,517 (649,444) 668,434 (56,147) (56,147) - 62,176 62,176 - 633,187 633,187 Available-for-sale financial assets The securities held by BancoPosta are almost evenly split between Held-to-maturity financial assets (HTM) and Availablefor-sale financial assets (AFS). Due to the fact that HTM are initially recognised at fair value and subsequently measured at amortised cost, changes in fair value have no effect on profit or loss. For AFS, on the other hand, which are measured at fair value, changes in fair value are taken to a separate equity reserve which, consequently, must be continually monitored for gains and losses on measurement. The sensitivity analysis shown above is for these assets. The portfolio consists of fixed rate government securities (ordinary BTPs) with a par value of 12,221,800 thousand euros, variable rate CCTeus (Euribor + 1.00%) with a par value of 50,000 thousand euros and variable rate securities swapped into fixed rate through cash flow hedges. The latter are inflation linked BTBs (BTP€i) with a par value of 2,583,750 thousand euros (2,073,750 thousand euros at 31 December 2010) and CCTeus with a par value of 950,000 thousand euros. The portion of the fixed rate portfolio relating to ordinary BTP was partially hedged against fair value interest rate risk through a fair value hedge asset swap: • BTPs with a notional amount of 500,000 thousand euros were hedged through an immediate IRS fair value hedge; • 2023 and 2025 BTPs with a notional amount of 400,000 thousand euros were partially hedged through an IRS fair value hedge with a forward start in 2016; • 2026, 2034 and 2040 BTPs with a notional amount of 2,800,000 thousand euros were partially hedged through an IRS fair value hedge with forward starts in 2015, 2016 and 2020, respectively. The duration of BancoPosta’s AFS financial assets is 6.21 (at 31 December 2010 the duration of the securities portfolio was 6.23) reducing, albeit not to a significant extent, the sensitivity of the fair value of the portfolio to changes in interest rates. The balance also includes fixed income euro zone government securities with a fair value of 519,986 thousand euros, compared with a notional amount of 524,363 thousand euros (54,435 thousand euros and 54,500 thousand euros, respectively, at 31 December 2010), primarily held by BdM-MCC SpA at 31 December 2011. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 167 Derivative financial instruments At 31 December 2011 this refers to fair value interest rate risk on forward purchases of securities carried out by the Parent Company with a notional amount of 800 thousand euros (so-called cash flow hedges of forecast transactions). Finally, disclosure of the risk associated with derivative financial instruments measured at fair value through profit or loss held by the Parent Company, with a notional amount of 1,050,000 thousand euros, is included only for the purpose of full disclosure. These forward transactions, deriving from discontinued cash flow hedges of forecast transactions, were, in fact, settled early in February 2012 through forward sales with net proceeds of 55,618 thousand euros, after deducting the fair value previously reported at 31 December 2011, totalling 5,911 thousand euros. b. Insurance Services 3.6 - Market risk - Fair value interest rate risk Effect on liabilities towards policyholders Date of reference of the analysis 2010 effects Available-for-sale financial assets Fixed income instruments Financial assets at FV through profit or loss Fixed income instruments Notional Fair value 30,195,776 30,195,776 29,984,717 29,984,717 4,636,480 4,636,480 3,668,330 3,668,330 (175,808) (175,808) - - - 34,832,256 Financial assets at FV through profit or loss Fixed income instruments Derivative financial instruments Fair value through profit or loss Variability at 31 December 2011 -100bps (1,447,192) 1,609,527 (1,447,192) 1,609,527 +100bps -100bps +100bps -100bps - - (58,291) (58,291) 67,968 67,968 175,675 175,675 - - - - - - - - - 33,653,047 (1,623,000) 1,785,202 - - (58,291) 67,968 36,351,886 36,351,886 33,331,073 33,331,073 (1,496,323) 1,655,535 (1,496,323) 1,655,535 - - (326,105) - (326,105) 329,448 329,448 5,572,909 5,572,909 4,063,829 4,063,829 (205,769) (205,769) 205,814 205,814 - - - - 252,200 252,200 (7,720) (7,720) (10,049) (10,049) 10,049 10,049 (286) (286) 286 286 - - 42,176,995 37,387,182 (1,712,141) 1,871,398 (286) 286 (326,105) 329,448 Derivative financial instruments Fair value through profit or loss Variability at 31 December 2010 2011 effects Available-for-sale financial assets Fixed income instruments +100bps Equity reserves Pre-tax profit Available-for-sale financial assets The fixed income instruments considered in this analysis have a fair value of 31,296,987 thousand euros, compared with a notional amount of 34,109,611 thousand euros (27,922,704 thousand euros and 27,994,401 thousand euros , respectively, at 31 December 2010), and almost entirely consist of Poste Vita SpA’s fixed income investments, totalling 29,542,891 thousand euros (26,440,892 thousand euros at 31 December 2010) to cover its Branch I contractual obligations, and 1,754,096 thousand euros (1,481,812 thousand euros at 31 December 2010) related to the company’s free capital. With regard to the instruments used to cover Branch I obligations, at 30 June 2011 an analysis of the impact on guaranteed Consolidated financial statements 168 minimum returns of losses on securities included in the separately management accounts, “Posta Valore Più” and “Posta Pensione”, was carried out. Particularly negative financial market trends at the end of the reporting period have generated total losses of 3,463,546 thousand euros (including 2,877,401 thousand euros in 2011), almost entirely attributable to policyholders in accordance with the shadow accounting method described in note 2.3. A portion of the floating rate portfolio with a fair value of 1,987,156 thousand euros, compared with a notional amount of 2,191,575 thousand euros, has not been taken into account for the purposes of this analysis. Financial assets at fair value through profit or loss This item reflects a portion of the fixed rate investments of Poste Vita SpA, totalling 3,901,804 thousand euros (3,274,718 thousand euros at 31 December 2010). These consist of investments with a fair value of 3,837,934 thousand euros, relating to coupon stripped14 BTPs (3,210,624 thousand euros at 31 December 2010) covering obligations associated with the Branch III insurance products, and with a fair value of 63,870 thousand euros (64,094 thousand euros at 31 December 2010), covering Branch I contractual obligations. A portion of the floating rate portfolio with a fair value of 162,025 thousand euros, compared with a notional amount of 201,374 thousand euros, has not been taken into account for the purposes of this analysis. Derivative financial instruments Finally, interest rate risk influences the fair value of forward purchases of coupon stripped BTPs by Poste Vita SpA, with net fair value losses on these instruments amounting to 7,720 thousand euros. As described in note 9.15, securities with a notional amount of 252,2 million euros were purchased primarily to cover obligations associated with the Branch III policy called “6Speciale”. c. Postal and Business Services 3.7 - Market risk - Fair value interest rate risk Effect on liabilities towards policyholders Date of reference of the analysis 2010 effects Available-for-sale financial assets Fixed income instruments Pre-tax profit Notional Fair value +100bps -100bps 500,000 500,000 471,791 471,791 - - - +100bps -100bps Equity reserves +100bps -100bps - (1,923) (1,923) 2,107 2,107 Variability at 31 December 2010 2011 effects Available-for-sale financial assets Fixed income instruments 500,000 471,791 - - - - (1,923) 2,107 500,000 500,000 428,945 428,945 - - - - (5,134) (5,134) 5,423 5,423 Variability at 31 December 2011 500,000 428,945 - - - - (5,134) 5,423 Available-for-sale financial assets These assets regard investments by the Parent Company with a notional amount of 500,000 thousand euros and a fair value of 428,945 thousand euros, including 375,000 thousand euros hedged in 2010 against changes in their fair value by entering into an asset swaps, effective immediately. 14. Coupon stripping is the act of detaching the interest payment coupons from a note or bond. Coupon stripping transforms each government security into a series of zero coupon securities. Each component may be traded separately. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 169 Sovereign risk The global financial system was affected by significant tensions and ongoing financial market turbulence and volatility in 2011, with Italy particularly exposed. Spreads between German bunds and the government securities issued by many European countries, including Italy, rose sharply, above all in November 2011. The spreads on ten-year bonds had risen to 527 bps at 31 December 2011. The downgrade of Italy’s credit rating and heightened financial market volatility had a significant impact on the price of Italian government securities, generating substantial fair value losses on those classified as available-for-sale (AFS), which were recognised in the fair value reserve in Equity, net of tax. At 31 December 2011 the fair value reserve reflecting, at consolidated level, movements in the price of government securities classified as AFS, net of tax, had a negative balance of 2,137 million euros15. With particular reference to BancoPosta, at 31 December 2011 the negative balance of the fair value reserve has exceeded the reserve of 1 billion euros initially attributed. In the circumstances, postal current account deposits have remained stable and BancoPosta’s Equity continues to be sufficient to back the available-for-sale securities through to maturity, with steps taken and instruments created to cope with unexpected movements in deposits, without having to sell large volumes of securities at a loss. Notwithstanding the losses, BancoPosta's regulatory capital is, pursuant to prudential requirements, sufficient for First Pillar (credit, counterparty and foreign exchange risks) and Second Pillar purposes (banking book rate risk). In terms of the subsidiary, Poste Vita SpA, the increase in the spread and the resulting deterioration in fair value of the company’s available-for-sale financial assets did not have a significant impact on Equity, due to the attribution of unrealised losses to policyholders in accordance with the shadow accounting method. Following a reduction in the yields on Italian government securities and in the related spread with respect to German Bunds, the negative balance on the available-for-sale valuation reserves accounts has improved by 1,272 million euros since 31 December 2011 to stand at 865 million euros16 on 31 March 2012. The sovereign risk sensitivity of the fair value of investments is higher than the interest rate risk described in note 3.4, given the greater volume of assets affected by the potential impact of a movement in spreads, affecting the entire AFS portfolio and not just the fixed rate component, and the absence of any compensatory effect provided by fair value hedges, whose protection does not extend to movements in credit ratings. 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. During the year under review, the macroeconomic events that had an impact on the risk-return profiles of the Poste Italiane Group’s financial assets were the debt crises in peripheral EU countries (Greece, Ireland and Portugal), which caused spreads on European government securities to widen, with a particular impact on those related to Italy’s sovereign risk, and continuing uncertainty regarding the health of the banking sector. The second half of 2011 saw a significant number of ratings downgrades by the leading agencies, resulting in a progressive deterioration in the weighted average rating of the Group’s exposures, which has fallen from AA- at 31 December 2010 to A at 31 December 2011. The nature of Poste Italiane SpA’s operations, above all in terms of BancoPosta’s investment activities, exposes it to a substantial degree of concentration in respect of the Italian state, linked essentially to deposits with the MEF and the portfolio invested entirely in Italian government securities. Ruling DEM/11070007 of 28 July 2011, implementing Document 2011/266 published by the European Securities and Markets Authority (ESMA) and later amendments, has introduced new requirements regarding sovereign debt disclosures that listed issuers with holdings of national and euro area government securities and IFRS-compliant companies must include in their annual and interim reports. Sovereign debt is understood to mean bonds issued by and loans granted by companies to central governments, local government entities and government bodies. Information on the Group’s sovereign debt exposure is provided below, showing the face value, carrying amount and fair value of each type of portfolio. 15. At 31 December 2011 the fair value of held-to-maturity financial assets was lower than the related amortised cost, with approximately 806 million euros accounted for in assets attributable to BancoPosta RFC, net of tax at the applicable statutory rate. 16. At 31 March 2012 the price of held-to-maturity financial assets was approximately 35 million euros lower than the related amortised cost, net of tax at the applicable statutory rate, representing a net improvement of 771 million euros compared with 31 December 2011. Consolidated financial statements 170 3.8 - Exposure to sovereign debt Item Face value 31 December 2011 Carrying amount Fair value Italy Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 66,502,162 14,237,650 46,956,179 5,308,333 59,526,257 14,363,893 41,324,428 3,837,935 58,336,468 13,174,718 41,323,816 3,837,934 Austria Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 213,625 213,625 - 224,486 224,486 - 224,486 224,486 - Belgium Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 75,060 75,060 - 78,874 78,874 - 78,874 78,874 - France Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 94,030 94,030 - 105,199 105,199 - 105,199 105,199 - Germany Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 35,590 35,590 - 43,285 43,285 - 43,285 43,285 - Netherlands Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 25,000 25,000 - 26,152 26,152 - 26,152 26,152 - Spain Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 322,200 322,200 - 315,408 315,408 - 315,408 315,408 - 67,267,667 60,319,661 59,129,872 Total Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 171 The relevant credit exposure is shown below for each category of financial instrument. The ratings reported in the table have been assigned by Moody’s. 3.9 - Credit risk - Financial assets Balance at 31 December 2011 Item Loans and receivables Loans Receivables BancoPosta receivables form Aaa to Aa3 Balance at 31 December 2010 from A1 from Ba1 to to Baa3 Not rated Total from Aaa to Aa3 from A1 from Ba1 to to Baa3 Not rated Total 303,199 303,199 8,541,240 34,429 492,344 8,014,467 498,456 39,600 22,343 436,513 9,342,895 74,029 514,687 8,754,179 7,713,763 626,590 7,087,173 - 357,493 1,630 15,122 340,741 8,071,256 1,630 641,712 7,427,914 - 14,363,893 14,363,893 - 14,363,893 14,363,893 14,768,213 14,768,213 - - 14,768,213 14,768,213 Available-for-sale financial assets 2,372,170 Credit instruments Poste Vita Branch I 2,260,141 Credit instruments Poste Vita free capital 22,029 BancoPosta credit instruments Other instruments and deposits 90,000 45,279,478 28,869,329 1,967,506 13,442,018 1,000,625 164,839 47,816,487 162,839 31,292,309 2,000 1,991,535 - 13,442,018 1,090,625 42,971,009 26,247,903 1,562,398 14,535,568 625,140 2,019,294 1,851,121 168,173 - 148,307 144,209 2,000 2,098 45,138,610 28,243,233 1,732,571 14,535,568 627,238 Financial assets at FV through profit or loss 444,824 Credit instruments Poste Vita Branch I Credit instruments Poste Vita Branch III 443,935 Credit instruments Poste Vita free capital 889 8,226,960 184,987 8,036,658 5,315 266,820 40,907 154,814 71,099 8,938,604 225,894 8,635,407 77,303 8,229,209 164,837 8,040,698 23,674 1,948,396 256,130 1,679,802 12,464 277,777 55,384 169,895 52,498 10,455,382 476,351 9,890,395 88,636 119,626 46,333 1,607 71,686 112,448 27,237 74,709 10,502 215 27 188 232,289 73,597 76,316 82,376 203,837 26,181 72,101 105,555 12,869 12,856 13 119 119 - 216,825 26,300 84,957 105,568 3,239,819 76,524,019 930,330 80,694,168 73,886,031 3,980,559 783,696 78,650,286 Held-to-maturity financial assets Fixed income instruments Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total Outstanding positions at 31 December 2011 are described in note 9. Loans and receivables This item regards 7,552,843 thousand euros (6,800,045 thousand euros at 31 December 2010) in the Parent Company’s claims on the parent, including 7,060,499 thousand euros (6,173,455 thousand euros at 31 December 2010) in postal current account deposits of Public Sector entities deposited with the MEF and 492,344 thousand euros (626,590 thousand euros at 31 December 2010) 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 MEF. Held-to-maturity financial assets This item refers to securities held by the Parent Company and attributable to BancoPosta RFC. Consolidated financial statements 172 Available-for-sale financial assets This item primarily regards available-for-sale financial assets held by BancoPosta and Poste Vita SpA. The latter relate to coverage of Branch I contractual obligations relating to separately managed accounts and the company’s free capital. Other Securities and deposits primarily include fixed income Securities held by the Parent Company, with a fair value of 428,945 thousand euros (471,791 thousand euros at 31 December 2010) and securities held by BdM-MCC, with a fair value of 461,543 thousand euros. 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 Financial instruments at fair value through profit or loss consist of financial instruments designed to cover the contractual obligations associated with Branch III insurance policies. They include: • structured bonds with a value of 4,874,775 thousand euros (6,787,051 thousand euros at 31 December 2010), which are subject to credit risk in connection with the crisis that is affecting the financial markets, with any impairment of assets classified under this item translating into a reduction in liabilities payable to customers; • coupon stripped BTPs, totalling 3,837,934 thousand euros (3,210,624 thousand euros at 31 December 2010), described in connection with the interest rate risk to which the fair value of these instruments is subject and for which the credit risk is borne entirely by Poste Vita SpA. Derivative Financial instruments Derivative financial instruments primarily regard: • the fair value, totalling 73,570 thousand euros (26,181 thousand euros at 31 December 2010), of cash flow hedges attributable to BancoPosta RFC; • the fair value, totalling 76,316 thousand euros, of Interest rate swaps hedging interest rate risk on the bonds issued by BdM-MCC SpA; • the fair value, totalling 69,344 thousand euros (105,555 thousand euros at 31 December 2010) of warrants entered into by Poste Vita SpA. Credit risk arising from derivative transactions is mitigated through rating and group/counterparty concentration limits. In relation to BancoPosta RFC and BdM-MCC SpA, interest rate and asset swap contracts are guaranteed by collateral provided by specific Credit Support Annexes17. Exposure is quantified and monitored using the current value method, in accordance with the Bank of Italy’s prudential supervisory instructions. Trade receivables 3.10 - Credit risk - Trade receivables 31 December 2011 31 December 2010 Carrying amount Specific impairment Carrying amount Specific impairment Private customers Due from parents Public Sector Cassa Depositi e Prestiti Overseas postal operators Due from subsidiaries, joint ventures and associates Prepayments to suppliers 1,029,979 1,665,322 1,008,805 129,050 211,912 (154,109) (82,712) (74,464) (20,556) (423) 808,108 1,176,654 977,003 822,000 174,043 (155,165) (72,855) (92,782) (20,556) (4,296) 19,890 61 - 9,766 346 - Total of which past due 4,065,019 732,286 Item 3,967,920 541,101 17. At 31 December 2011 BancoPosta’s derivative counterparties all have investment grade ratings. The accreting asset swaps on long-term BTP€i were entered into to minimise collateral requirements. These accreting asset swaps, entered into to hedge against interest rate risk, make it possible to reduce the payments to be made periodically to the counterparty under the CSA contracts. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 173 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 receivables and assets 3.11 - Credit risk - Other receivables and assets 31 December 2011 Item Tax assets Receivables due from staff under fixed-term contracts settlement Other receivables Accrued income and prepaid expenses from trading transactions Technical provisions for claims attributable to reinsurers 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 2010 Carrying amount Specific impairment Carrying amount Specific impairment 823,393 - 752,921 - 298,641 243,614 (2,189) (53,517) 293,416 229,468 (2,189) (49,857) 18,888 17,917 7,436 - 17,316 8,333 6,197 - 2,937 - 2,957 - 1,412,826 16,579 1,310,608 1,572 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 the need to raise funds on excessively onerous terms or, in extreme cases, the inability to borrow in the market. 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. 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, where applicable, on the basis of the yield curve applicable at 31 December 2011. In the following table the commitments of Poste Vita SpA and Poste Assicura SpA are shown in the item “Outflows for the Poste Vita group’s policy portfolio”. Consolidated financial statements 174 3.12 - Liquidity risk - Liabilities 31 December 2011 Item Within 12 months Between 1 and 5 years Over 5 years Total Flows from Poste Vita group’s policies Postal current accounts Borrowings Bonds Cassa Depositi e Prestiti for loans Due to banks Other borrowings Derivative financial instruments Other financial liabilities Trade payables Other liabilities 5,649,052 13,974,371 28,908,943 8,984,124 34,727,681 15,053,590 69,285,676 38,012,085 803,006 320,743 2,456,348 26,039 770,889 2,462,497 2,016,318 1,536,850 249,838 240,127 282,796 9,474 719 94,062 667,953 209,784 6,440 51,786 1,720,797 560,870 2,948,928 41,953 770,889 2,463,216 2,016,318 1,682,698 Total liabilities 30,016,113 38,770,083 50,717,234 119,503,430 Assets Assets at 31 December 2011, broken down by maturity, are shown below at face value and increased, where applicable, by interest receivable. The item “Securities and other investments” primarily includes financial instruments held by BancoPosta RFC and the Group’s insurance companies. 3.13 - Liquidity risk - Assets 31 December 2011 Item Within 12 months Between 1 and 5 years Over 5 years Total Financial assets Loans and receivables Investments in securities and other instruments Trade receivables Other receivables and assets Cash and deposits attributable to BancoPosta Cash and cash equivalents 18,420,914 9,101,422 9,319,492 3,883,464 684,363 2,559,994 1,903,455 37,390,021 248,696 37,141,325 181,555 649,454 - 61,963,070 20,013 61,943,057 112,006 - 117,774,005 9,370,131 108,403,874 4,065,019 1,445,823 2,559,994 1,903,455 Total assets 27,452,190 38,221,030 62,075,076 127,748,296 At 31 December 2011 this refers primarily to the liquidity risk to which the investment of customers’ current account deposits and investments linked to Branch I policies issued by Poste Vita SpA are exposed. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 175 BANCOPOSTA RFC In terms of BancoPosta’s specific operations, the liquidity risk regards the investment of current account deposits in euro zone 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 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 thirty years for private customers and within five years for Public Sector customers. At 31 December 2011 the degree of the match between the maturities of investments in euro area government securities and the portfolio replication model approved by the Board of Directors in April 2010 is being calculated, whilst the average term to maturity of investments as a whole has fallen from 5.56 at 31 December 2010 to 5.39 at 31 December 2011. For the purposes of liquidity risk analysis at 31 December 2011, the timing of withdrawals from postal current accounts (a carrying amount of 37,144,907 thousand euros, as shown in note 23.1) was based on the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders. Both average Public Sector demand deposits and average demand deposits by private customers, with specific regard to the retail component, which is typically more stable, have risen with respect to 31 December 2010. Poste Italiane SpA continues to closely monitor the deposit base. Moreover, from the fourth quarter of 2010 new short-term funding arrangements have been introduced via the matched sale and repurchase of BTPs, with the aim of optimising profitability and funding temporary cash withdrawals from demand deposits. POSTE VITA SPA 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 2011 liabilities attributable to Branch I policies have an average term to maturity of 8.03 years, compared with an average duration of the matching assets of 4.98 years (approximately 6.78 and 5.25 years, respectively, at 31 December 2010). The financial instruments intended to cover the technical provisions for Branch III have maturities that match those of the liabilities. 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 2010 and 31 December 2011, 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 summarized in the table below, and calculated to reflect changes resulting from a parallel shift in the forward yield curve (+/- 100 bps). Consolidated financial statements 176 3.14 - Cash flow interest rate risk and hedging policy Date of reference of the analysis 2010 effects Financial assets Amounts due from MEF Other financial receivables Fixed income instruments Other investments Nominal position Effect on liabilities towards policyholders +100bps -100bps 6,173,454 90,074 3,508,822 93,550 23,412 (23,412) - Pre-tax profit +100bps Equity reserves Total Equity -100bps +100bps -100bps 61,735 (61,735) 901 (901) 11,676 (11,676) 936 (936) - - +100bps -100bps 61,735 (61,735) 901 (901) 11,676 (11,676) 936 (936) Cash and deposits attributable to BancoPosta Bank deposits 10,797 - - 108 (108) - - 108 (108) Cash and cash equivalents Deposits with MEF Bank deposits 840,624 239,115 - - 8,406 2,391 (8,406) (2,391) - - 8,406 2,391 (8,406) (2,391) (250,000) - - (2,500) 2,500 - - (2,500) 2,500 (12,155) (545) (39,720) - - (122) (5) (397) 122 5 397 - - (122) (5) (397) 122 5 397 Financial liabilities Bank borrowings Borrowings (postal current account overdrafts) Borrowings (from subsidiaries) Other financial liabilities Variability at 31 December 2010 2011 effects Financial assets Amounts due from MEF Other financial receivables Fixed income instruments Other investments 10,654,016 23,412 (23,412) 83,129 (83,129) - - 83,129 (83,129) 7,060,499 507,609 3,375,124 93,550 21,240 (21,240) - 70,605 (70,605) 5,076 (5,076) 11,964 (11,964) 936 (936) - - 70,605 (70,605) 5,076 (5,076) 11,964 (11,964) 936 (936) Cash and deposits attributable to BancoPosta Bank deposits 90,610 - - 906 (906) - - 906 (906) Cash and cash equivalents Deposits with MEF Bank deposits 829,399 739,110 - - 8,294 7,391 (8,294) (7,391) - - 8,294 7,391 (8,294) (7,391) (537,601) (271,511) - - (5,306) (2,586) 5,306 2,586 - - (5,306) (2,586) 5,306 2,586 (15,588) (550) (80,504) - - (155) (5) (805) 155 5 805 - - (155) (5) (805) 155 5 805 96,315 (96,315) - - Financial liabilities Bonds Bank borrowings Borrowings (postal current account overdrafts) Borrowings (from subsidiaries) Other financial liabilities Variability at 31 December 2011 11,790,147 21,240 (21,240) 96,315 (96,315) Financial assets At 31 December 2011 this risk primarily relates to the investment of the funds, with a notional amount of 7,060,499 thousand euros, 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, as set out in the agreement between the MEF and Poste Italiane SpA renewed on 1 April 2011. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 177 In addition, cash flow interest rate risk regards a portion of the securities portfolio with a total notional amount of 3,375,124 thousand euros, including 2,392,949 thousand euros of financial instruments held by Poste Vita SpA primarily to cover contractual obligations deriving from Branch I and III policies, and 925,000 thousand euros of financial instruments held by the Parent Company, represented by floating rate investments, or transactions rendered thus by hedging derivatives. The balance is made up by instruments held by BdM-MCC SpA and BancoPosta Fondi SpA SGR. The effects of the risk in question on the cash flows related to the investments of the Branch I policies sold by Posta Vita are reflected entirely in the liabilities payable to policyholders, taking account of the method used to calculated the portion of unrealised gains and losses attributable to policyholders (shadow accounting). 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. Cash This item includes amounts deposited with the MEF and held in the so-called buffer account, which, until 30 November 2011, earned interest calculated on the basis of the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period, and from 1 December 2011 earns interest based on the Main Refinancing Operations (MRO) rate18. Financial liabilities Financial liabilities are described in note 23. 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). 18. The minimum rate applied by the European Central Bank in its most recent main refinancing operation or the uniform rate should the BCE apply such a rate in these operations. Consolidated financial statements 178 3.15 - Fair value hierarchy Item Financial assets AFS financial assets Equity instruments Fixed income instruments Other investments Financial assets at fair value through profit or loss Fixed income instruments Structured bonds Other investments Derivative financial instruments Total financial assets at fair value 31 December 2011 Level 2 Level 3 Level 1 42,862,034 14,107,527 42,804,045 4,994,623 5,583 22,552 42,794,770 4,877,605 3,692 94,466 Total 3,056,201 60,025,762 2,353,350 50,152,018 5,429 33,564 49,646 47,722,021 2,298,275 2,396,433 57,989 57,989 - 8,880,615 4,005,840 4,874,775 - 702,851 702,851 9,641,455 4,063,829 4,874,775 702,851 - 232,289 - 232,289 42,862,034 14,107,527 3,056,201 60,025,762 Level 1 31 December 2010 Level 2 Level 3 39,269,882 16,429,707 39,090,003 6,025,585 6,417 25,849 39,079,756 5,907,638 3,830 92,098 179,879 10,275,502 179,879 3,488,451 - 6,787,051 - 128,620 39,269,882 16,429,707 Total 3,197,605 58,897,194 2,455,140 47,570,728 7,484 39,750 59,116 45,046,510 2,388,540 2,484,468 742,465 742,465 11,197,846 3,668,330 6,787,051 742,465 - 128,620 3,197,605 58,897,194 Financial liabilities Financial liabilities at fair value Derivative financial instruments - (701,979) (59,204) (642,775) - (701,979) (59,204) (642,775) - (812,066) (721,564) (90,502) - (812,066) (721,564) (90,502) Total financial liabilities at fair value - (701,979) - (701,979) - (812,066) - (812,066) 3.16 - Changes in financial instruments at fair value (level 3) AFS Financial assets Financial assets at FV through profit or loss Derivative financial instruments Total Opening balance at 1 January 2010 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 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) 2,455,140 91,085 (19,534) (9,614) (145,111) (18,616) - 742,465 38,029 (76,270) (1,626) 253 - - 3,197,605 129,114 (95,804) (9,614) (1,626) (145,111) 253 (18,616) - Closing balance at 31 December 2011 2,353,350 702,851 - 3,056,201 Item Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 179 At 31 December 2011 available-for-sale financial assets, measured at Level 3 fair value, primarily consist of Poste Vita SpA’s investments in mutual investment funds, totalling 2,298,275 thousand euros, to cover its obligations to policyholders in respect of separately managed Branch I accounts, and 49,646 thousand euros in new bonds in respect of Branch I policies. The remainder regards investments in equity instruments, totalling 5,429 thousand euros. At 31 December 2011 financial instruments at fair value through profit or loss, measured at Level 3 fair value, consist of Poste Vita SpA’s investments in mutual investment funds, totalling 702,851 thousand euros, to cover obligations in respect of Branch III unit-linked policies (note 9.14). 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 BancoPosta and the asset management company, BancoPosta Fondi SpA SGR. BdM - MCC SpA has adopted the base method for reporting its capital adequacy and, for next year, plans to gather information about operating losses and conduct scenario analyses to provide it with the information needed to manage risk, for operational purposes. The areas of activity potentially living rise to losses due to operational risks in 2011 were: • with regard to BancoPosta, the processes and infrastructure used in classifying BancoPosta product lines; • with regard to BdM-MCC SpA, the processes and infrastructure linked to the management of public funds. Systematic measurement, in relation to BancoPosta, of the mapped risks has enabled the Group to prioritise mitigation initiatives and the related attribution in order to reduce any future impact. In 2011 Poste Vita SpA consolidated developments in its operational risk identification and assessment model, reviewing the method of assessing risks. Insurance risks 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 the frequency of death exceeds 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 2011 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 policies19, and the minimum guaranteed capital in case of death, as required by the contracts for separate portfolio products; • repayment of the insured capital for term life insurance policies. 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. 19. 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 180 As Posta Vita’s mixed and whole-life policies have cash value build-up features, accumulating in accordance with a technical rate of zero, 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 options embedded in the policies held in portfolio include: • Surrender option; • Guaranteed minimum return option; • Annuity conversion option. For nearly all the products in the portfolio there are no surrender penalties. The surrender risk only becomes significant, however, in the event of mass surrenders which, on the basis of historical evidence, have a low probability of occurrence. The contractually guaranteed minimum return is 1.5%20 per non-consolidated event21, 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. Poste Assicura SpA, which began operating as a non-life company in April 2010, is exposed to the following insurance risks: • Underwriting risk: the risk deriving from the conclusion of insurance contracts, associated with the events insured, the processes followed when pricing policies and selecting risks, and unfavourable claims trends compared with previous estimates. This risk can be divided into the following categories: - Pricing risk: the risk linked to the company’s pricing of its policies and dependent on the actuarial assumptions used in order to calculate premiums. If prices are based on inadequate assumptions, the insurer may be exposed to the risk of being unable to meet its contractual obligations to policyholders. This category includes “expense risk”, being the risk that the premiums charged are not sufficient to cover the costs effectively incurred by the company, and the risks linked to excessive growth in operations if associated with poor selection of risks, imprudent pricing or the absence of resources sufficient to keep up with the pace of growth. - Provisioning risk: referring to the risk that technical provisions are not sufficient to meet obligations to policyholders. This insufficiency may be due to incorrect estimates by the company and/or changes in the general environment. • Catastrophe risk: the risk that extreme and exceptional events have a negative impact that has not been taken into account when pricing the policies. • Anti-selection risk: this relates to the company’s unwillingness to insure an event not classified as future, uncertain and damaging. • Disability and morbidity risk: the risk associated with compensating or reimbursing losses caused by illness, accident or disability, or medical expenses due to illness, accident or disability. Two aspects must be taken into account: the first regards a number of claims over and above the expected number, and the second a duration of the compensation beyond what was expected. Given the fact that the insurance business is at the start-up stage, and in view of the expected growth of the portfolio and the differing degrees of risk associated with the products distributed, the company has adopted a highly prudent approach to reinsurance. It has entered into pro rata reinsurance treaties with major reinsurance providers, establishing the amounts to be ceded based on the specific type and size of the risk to be assumed, backed up by excess-loss or stop-loss treaties to cover risks of a certain size (accident policies or so-called catastrophic risks). In addition, when defining the guarantees offered, the assumption of specific types of risk has been mitigated by limiting the size of payouts in the event of certain specific types of claim. 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. 20. There are residual portions of the portfolio with different characteristics in terms of guaranteed minimums (a capital guarantee alone, a guaranteed minimum of 1% for consolidated events and a minimum of 1% for non-consolidated events. 21. In case of death, surrender and expiration. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 181 As noted above in these notes, the crisis of recent years has had profound effects on the performance of all the financial instruments on the market and, in the second half of 2011, on the value of Italian government securities, which account for a large part of the Group’s investments. Even though the Group has developed over time prudential policies in the customers’ best interests, entailing the selection of domestic and foreign issuers solely with investment grade ratings, the situation has prompted even closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for customers. 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 2011 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank overdrafts, repurchase agreements and drawdowns on short-term lines of credit. 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 1,180.2 million euros, of which 50 million euros has been used. The Group also has overdraft facilities in place, totalling 83.1 million euros, of which 15.6 million euros has been used, and bank guarantee facilities with a value of approximately 311.6 million euros (with 189.5 million euros available to the Parent Company), of which guarantees with a value of 127 million euros have been used. Consolidated financial statements 182 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 “Financial Services” segment includes the activities of Banca del Mezzogiorno – MedioCredito Centrale SpA acquired in 2011 and primarily relating to the management of public funds. 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 2011 (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. 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 Financial Services Insurance Services Other Services External revenue Intersegment revenue Total revenue 5,065 298 5,363 4,946 8 4,954 11,206 0 11,206 619 167 786 - (473) (473) 21,837 21,837 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 6,673 40,604 42,887 805 4,777 (688) 95,058 Liabilities 5,025 40,965 42,552 231 2,971 (1,069) 90,675 379 0 1 54 - - 434 3 - - 4 - - 7 2010 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 (*) Unallocated Adjustments items and eliminations Total Elimination of the costs incurred by Poste Italiane SpA for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 183 (€m) Postal Services Financial Services Insurance Services Other Services External revenue Intersegment revenue Total revenue 4,810 284 5,094 5,003 9 5,012 11,278 0 11,278 602 232 834 - (525) (525) 21,693 0 21,693 Depreciation, amortisation and impairments Non-cash expenses (468) (165) (0) (28) (1) (5,337) (74) (11) - - (544) (5,541) Total non-cash expenses (633) (28) (5,338) (85) - - (6,085) Operating profit/(loss) (263) 1,420 367 116 - 2* 1,641 (1) - - - 15 (2)* 12 1 - - (0) (808) - 1 (808) Assets 7,199 40,777 44,132 817 6,877 (766) 99,036 Liabilities 5,168 44,338 44,391 301 2,992 (1,003) 96,187 338 5 3 70 - - 416 7 - - 3 - - 10 2011 Finance income/(costs) Profit/(loss) on investments accounted for using the equity method Income tax expense Unallocated Adjustments items and eliminations Total Profit/(Loss) for the year Other information Capital expenditure Investments accounted for using the equity method (*) 846 Elimination of the costs 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 1,560 million euros (1,068 million euros at 31 December 2010), non-current financial assets of 2,231 million euros (1,696 million euros at 31 December 2010), deferred tax assets of 1,730 million euros (760 million euros at 31 December 2010), prepaid taxes of 817 million euros (747 million euros at 31 December 2010), current financial assets of 470 million euros (454 million euros at 31 December 2010), and current tax assets of 69 million euros (52 million euros at 31 December 2010). Unallocated liabilities consist of current financial liabilities of 1,575 million euros (936 million euros at 31 December 2010), non-current financial liabilities of 699 million euros (1,379 million euros at 31 December 2010), deferred tax liabilities of 249 million euros (294 million euros at 31 December 2010), taxes payable of 374 million euros (318 million euros at 31 December 2010) and current tax liabilities of 95 million euros (44 million euros at 31 December 2010). Information about geographical segments, based on the geographical areas in which the various Group companies are based, is not material. At 31 December 2011 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. In response to the legislation enacted on 26 February 2011, described in note 1, the Parent Company has ring-fenced capital in relation to BancoPosta’s operations, as governed by Presidential Decree 144 of 14 March 2001. As a result, the methods of measuring and presenting the performances of the operating segments have been revised. Further segment information is therefore provided below to take account of the legal and organisational changes that have taken place, in line with the new format for internal reporting on which the Group’s management bases its strategic decision-making. This information, provided solely in order to provide full disclosure22, will form the comparative basis for the segment information to be provided in the consolidated financial statements for 2012. 22. The figures for the Financial Services segment take account of BancoPosta RFC’s contribution over a period of twelve months. Consolidated financial statements 184 The new identified operating segments are: Postal and Business Services, Financial Services and Insurance Services. The “Postal and Business Services” operating segment includes mail, express courier, logistics and parcels, philately and the activities carried out by the various units of the Parent Company for the Other Segments in which the Group operates. The “Financial Services” operating segment covers 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 carried out by BancoPosta RFC, the management of public funds by Banca del Mezzogiorno – MedioCredito Centrale SpA and the promotion of mutual investment funds by BancoPosta Fondi SpA SGR. 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, and the activities of Consorzio per i Servizi di Telefonia Mobile ScpA. The Postal and Business Services segment also earns revenues from the services provided by the various Poste Italiane SpA functions to BancoPosta RFC. In this regard, separate General Operating Guidelines have been developed and approved by the Poste Italiane SpA Board of Directors which, in implementation of BancoPosta RFC’s By-laws, identify the services provided by Poste Italiane SpA functions to BancoPosta and determines the manner in which they are remunerated. Costs are allocated to BancoPosta by transfer pricing as determined with reference to: • market prices for similar services, e.g., the free market comparable price method; or, • cost plus a mark-up, e.g., the cost plus method, when market prices are not available for the particular type of services provided by Poste Italiane SpA. Costs are determined by unbundling total costs incurred with the application of the same process used for Universal Postal Service purposes in the related regulatory accounting records , which are subject to independent audit. The mark-up is determined taking into account the market prices of BancoPosta's principal services. The resulting transfer prices are reviewed annually as part of the planning and budget process. (€m) Postal and Business Services Financial Services Insurance Services Other Services External revenue Intersegment revenue Total revenue 5,161 4,412 9,573 5,033 277 5,310 11,278 0 11,278 221 68 289 - (4,757) (4,757) 21,693 0 21,693 Depreciation, amortisation and impairments Non-cash expenses (521) (173) (0) (23) (1) (5,337) (22) (3) - - (544) (5,536) Total non-cash expenses (694) (23) (5,338) (25) - - (6,080) 834 580 199 26 - 2* 1,641 - - - - 14 (2)* 12 1 - - - (808) - 1 (808) 846 Assets 7,481 40,996 45,893 209 5,618 (1,161) 99,036 Liabilities 5,394 43,977 44,430 181 3,414 (1,209) 96,187 378 5 3 31 - - 416 7 - - 3 - - 10 2011 Operating profit/(loss) 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 (*) Unallocated Adjustments items and eliminations Total Elimination of the costs incurred by Poste Italiane SpA for interest paid to consolidated subsidiaries (recognised by the latter in finance income). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 185 5 - PROPERTY, PLANT AND EQUIPMENT The following table shows changes in property, plant and equipment in 2010 and 2011: 5.1 - Changes in Property, plant and equipment Land Balance at 1 January 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments Reclassifications Disposals Depreciation Impairments Total changes Balance at 31 December 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments(1) Reclassifications(2) Disposals(3) Change in basis of consolidation(4) Depreciation Impairments Total changes Balance at 31 December 2011 Cost Accumulated depreciation Accumulated impairments Carrying amount Adjustments(1) Cost Accumulated depreciation Total Reclassifications(2) Cost Accumulated depreciation Accumulated impairments Total Disposals(3) Cost Accumulated depreciation Accumulated impairments Total Change in basis of consolidation(4) Cost Accumulated depreciation Total Consolidated financial statements 74,505 74,505 625 (26) (93) (462) 44 Properties used in operations Plant and equipment 2,715,167 2,137,771 (972,686) (1,442,842) (13,981) (13,028) 1,728,500 681,901 292,212 (230,186) (770) 61,256 44,302 52,830 (1,099) (147,912) (397) (52,276) 12,525 26 (90) (14,548) (2,087) 74,652 2,717,568 2,148,453 - (1,047,958) (1,506,136) (103) (15,247) (12,692) 74,549 1,654,363 629,625 304,041 (244,102) (770) 59,169 1,376 237 (231) (51) 1,331 27,479 286 (1,528) (99,108) (1,266) (74,137) Industrial and commercial Leasehold equipment improvements 23,281 5,374 (2,283) (100,082) (2,716) (76,426) 55,078 20,575 (1,289) 87 (135,331) (45) (60,925) 7,524 414 (58) (13,664) (5,784) 75,983 2,738,133 2,161,070 - (1,142,650) (1,580,491) (103) (17,546) (11,879) 75,880 1,577,937 568,700 309,788 (255,633) (770) 53,385 Assets in the course of construction Other and assets prepayments 218,649 1,246,954 (62,017) (1,016,117) (5) (48) 156,627 230,789 Total 190,364 190,364 6,875,622 (3,723,848) (27,832) 3,123,942 60,679 41,739 (395) (86,766) (12) 15,245 73,343 (166,053) (22) (92,732) 247,056 (33,210) (3,230) (374,690) (3,084) (167,158) 283,696 1,344,839 (88,249) (1,098,745) (35) (60) 195,412 246,034 97,632 97,632 6,970,881 (3,985,190) (28,907) 2,956,784 53,178 26,053 (193) 144 (86,992) (37) 7,847 42,321 (69,186) (86) (26,951) 210,182 237 (3,576) (4,323) 231 (366,401) (3,664) (167,314) 322,437 1,416,413 (117,695) (1,178,129) (42) (97) 204,700 238,187 70,681 70,681 7,094,505 (4,274,598) (30,437) 2,789,470 28,103 37,988 (3) (26,356) (947) 38,785 27,424 13,425 (363) (30,332) (866) 9,288 237 237 - (98) 98 - (19) 19 - - (189) 189 - - (69) 306 237 (231) (231) 2,879 2,495 5,374 18,976 1,599 20,575 (840) 1,254 414 13,438 (13) 13,425 27,281 (1,228) 26,053 (69,186) (69,186) (7,683) 4,107 (3,576) (51) (51) (5,595) 2,895 417 (2,283) (64,977) 62,830 858 (1,289) (918) 860 (58) (2,121) 899 859 (363) (14,766) 14,573 (193) (86) (86) (88,514) 82,057 2,134 (4,323) - - 3,638 (3,551) 87 - - 6,070 (5,926) 144 - 9,708 (9,477) 231 186 At 31 December 2011 Property, plant and equipment includes assets belonging to the Parent Company located on land held under concession or sub-concession, which is to be handed over free of charge at the end of the concession term, with a carrying amount of 154,502 thousand euros (173,782 thousand euros at 31 December 2010). The principal changes during 2011 are described below. Capital expenditure of 210,182 thousand euros, including 4,697 thousand euros in capitalised costs and expenses, primarily regards: • 23,281 thousand euros relating to properties used in operations and primarily referring to the extraordinary maintenance of post offices, mail sorting offices and local head offices around the country; • 55,078 thousand euros relating to plant, with the most significant items regarding the Parent Company and relating to plant for buildings 25,529 thousand euros, the purchase of sorting equipment used at Sorting Centres 9,097 thousand euros, installation of a LAN (Local Area Network) for the Company’s communications (5,602 thousand euros), the installation and maintenance of video surveillance systems (5,158 thousand euros), and the installation of ATMs (2,935 thousand euros). The total also includes capital expenditure carried out by the Postel Group, totalling 1,789 thousand euros and primarily relating to printing and enveloping systems; • 7,524 thousand euros relating primarily to the purchase of various front- and back-office equipment for post offices (4,841 thousand euros) and security equipment for post office access and for the deposit of cash and sundry documents (1,413 thousand euros); • 27,424 thousand euros invested almost entirely by the Parent Company in plant upgrades (18,296 thousand euros) and structural improvements (8,977 thousand euros) for properties held under lease; • 53,178 thousand euros regarding Other assets, with the most significant items regarding the Parent Company. This includes 24,403 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 7,811 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 5,696 thousand euros for the reorganisation of delivery systems for postal services and the purchase of new equipment. The total also includes capital expenditure carried out by Poste Mobile SpA, totalling 6,282 thousand euros, relating to the purchase of the palmtop terminals used by postmen and women for the “Electronic Postman” project; • 42,321 thousand euros, primarily referring to the Parent Company’s investments in progress, with 16,023 thousand euros for the purchase of computer hardware and other equipment yet to enter service, 15,908 thousand euros relating to the restyling of post offices, 4,250 thousand euros regarding the renovation of central facilities, and 1,472 thousand euros for the installation of a photovoltaic plant at a Sorting Centre. Impairments of 3,664 thousand euros primarily regard assets located on land held under concession or sub-concession by the Parent Company, for which, whilst awaiting confirmation of renewal, the concession term has expired. The impairment, inclusive or 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, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Reclassifications from Assets in the course of construction, totalling 69,186 thousand euros, primarily regard the purchase cost of assets that became available and ready for use during the period. Above all, these assets regard the rollout of hardware held in storage and completion of the process of restyling leased and owned properties. Disposals, with a carrying amount of 4,323 thousand euros, primarily regard the sale of properties used in operations (2,283 thousand euros) and the disposal of obsolete production plant (1,289 thousand euros). The impact of these disposals on the income statement is described in note 29.2. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 187 The following table shows a breakdown by category of property, plant and equipment held under finance leases, showing the carrying amounts at 31 December 2011 and 2010: 5.2 - Property, plant and equipment held under finance leases 31 December 2011 31 December 2010 Cost Accumulated depreciation Net carrying amount Buildings 17,043 (4,856) Plant and equipment 65,294 Item Other assets Total Consolidated financial statements Cost Accumulated depreciation Net carrying amount 12,187 17,043 (4,345) 12,698 (65,167) 127 64,835 (63,795) 1,040 6,885 (4,067) 2,818 6,824 (3,144) 3,680 89,222 (74,090) 15,132 88,702 (71,284) 17,418 188 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 2011 and 2010: 6.1 - Changes in Investment property 2011 2010 Balance at 1 January Cost Accumulated depreciation Accumulated impairments Carrying amount 247,198 (80,819) (3,434) 162,945 215,714 (56,918) (5,120) 153,676 Changes during the year Purchases Reclassifications(1) Disposals(2) Depreciation Reversals of impairments/(Impairments) Total changes 1,223 (13) (7,710) (8,012) 801 (13,711) 1,180 26,452 (11,787) (7,679) 1,103 9,269 Balance at 31 December Cost Accumulated depreciation Accumulated impairments Carrying amount 235,388 (83,754) (2,400) 149,234 247,198 (80,819) (3,434) 162,945 Reclassifications(1) Cost Accumulated depreciation Accumulated impairments Total (24) 11 (13) 50,009 (23,557) 26,452 Disposals(2) Cost Accumulated depreciation Accumulated impairments Total (13,009) 5,066 233 (7,710) (19,705) 7,335 583 (11,787) The fair value of Investment property at 31 December 2011 amounts to 309 million euros. This value includes approximately 230 million euros representing the market prices of the investment property, based primarily on independent valuations, and 75 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 2011 Notes to the consolidated financial statements 189 7 - INTANGIBLE ASSETS The following table shows changes in Intangible assets in 2010 and 2011: 7.1 - Changes in Intangible assets Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights Intangible assets in progress and prepayments Goodwill Other Total 1,244,954 (935,741) (1,356) 307,857 94,875 (99) 94,776 106,103 (2,162) 103,941 120,383 (106,717) (6,690) 6,976 1,566,315 (1,042,458) (10,307) 513,550 71,364 38,725 (392) (157,553) (212) (48,068) 110,105 (44,541) 65,564 (13,390) (13,390) 4,276 4,543 (5,117) 3,702 185,745 (1,273) (392) (162,670) (13,602) 7,808 1,354,514 (1,093,178) (1,547) 259,789 160,439 (99) 160,340 106,103 (15,552) 90,551 129,202 (111,834) (6,690) 10,678 1,750,258 (1,205,012) (23,888) 521,358 101,293 95,895 (1,057) (160,757) (35,374) 97,032 (98,005) (28) (1,001) - 6,512 1,458 12 (6,116) 1,866 204,837 (652) (1,085) 12 (166,873) 36,239 1,549,505 (1,252,129) (2,213) 295,163 159,438 (99) 159,339 106,103 (15,552) 90,551 137,251 (118,017) (6,690) 12,544 1,952,297 (1,370,146) (24,554) 557,597 (546) 546 - - - - (546) 546 - Reclassifications(2) Cost Accumulated amortisation Accumulated impairments Total 95,609 286 95,895 (98,005) (98,005) - 1,525 (67) 1,458 (871) 219 (652) Transfers and disposals(3) Cost Accumulated amortisation Accumulated impairments Total (1,365) 974 (666) (1,057) (28) (28) - - (1,393) 974 (666) (1,085) - - - 12 12 12 12 Balance at 1 January 2010 Cost Accumulated amortisation Accumulated impairments Carrying amount Changes during the year Purchases Reclassifications Transfers and disposals Change in basis of consolidation Amortisation Impairments Total changes Balance at 31 December 2010 Cost Accumulated amortisation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments(1) Reclassifications(2) Transfers and disposals(3) Change in basis of consolidation(4) Amortisation Total changes Balance at 31 December 2011 Cost Accumulated amortisation Accumulated impairments Carrying amount Adjustments(1) Cost Accumulated amortisation Total Change in basis of consolidation(4) Cost Accumulated amortisation Accumulated impairments Total Consolidated financial statements 190 Investment in Intangible assets during 2011 amounts to 204,837 thousand euros, including 42,985 thousand euros regarding software developed in-house by the Group. The increase of 101,293 thousand euros in Industrial patents, intellectual property rights, concessions, licences, trademarks and similar rights, before amortisation for the year, primarily refers to: • 77,112 thousand euros regarding the purchase and entry into service of new software applications; • 12,135 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 increase in Other intangible assets includes the provisional difference of 1,757 thousand euros between the consideration paid to UniCredit SpA and the net carrying amount at the date of acquisition of the identifiable assets acquired and the liabilities assumed of BdM-MCC SpA (note 2.2). The balance of Intangible assets in progress and prepayments includes uncompleted investment by the Parent Company, primarily regarding the development of software used in the infrastructure platform (47,585 thousand euros), the provision of BancoPosta services (40,091 thousand euros), reporting and accounting systems (17,402 thousand euros), the postal products platform (17,453 thousand euros) and platform for Integrated Web Services provided to postal customers (12,504 thousand euros). During the period, 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 95,895 thousand euros. This primarily reflects the release and entry into service of new software programmes and the evolution of existing programmes. At 31 December 2011 Intangible assets include assets purchased under finance leases, the carrying amount of which is as follows: 7.2 - Intangible assets held under finance leases 31 December 2011 31 December 2010 Cost Accumulated amortisation Net carrying amount Industrial patents and intellectual property rights, concessions, licences, trademarks and similar rights 61,502 (24,772) Total (24,772) Item 61,502 Cost Accumulated amortisation Net carrying amount 36,730 48,972 (14,549) 34,423 36,730 48,972 (14,549) 34,423 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 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. The duration, initially due to expire on 31 December 2014, has been extended until 31 December 2016 under an Amendment signed by Poste Mobile SpA and the supplier on 17 November 2011. At 31 December 2011 the software component amounts to 36,170 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 2,760 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 2011 the value of the intangible asset recognised is 560 thousand euros, after accumulated amortisation. 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. This item also includes 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 191 7.3 - Goodwill Item Balance at 31 December 2011 Balance at 31 December 2010 Postel SpA Italia Logistica Srl Mistral Air Srl SDA Express Courier SpA 45,000 3,296 4,934 37,321 45,000 3,296 4,934 37,321 Total 90,551 90,551 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. 8 - INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD This item includes the following: 8.1 - Investments Item Balance at 31 December 2011 Balance at 31 December 2010 Investments in subsidiaries Investments in joint ventures Investments in associates 4,947 34 4,840 4,178 34 2,459 Total 9,821 6,671 Changes in Investments accounted for using the equity method during 2010 and 2011 are as follows: 8.2 - Changes in Investments in 2010 Adjustments accounted Balance at 31 for using the dividend December equity method adjustments 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 - 51 51 28 28 (45) (45) - 34 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 Balance at 1 January 2010 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 in joint ventures Uptime SpA(1) Total joint ventures Total (1) Measurement using the equity method was based on the latest available financial statements for the year 31 December 2009. Consolidated financial statements 192 8.3 - Changes in Investments in 2011 Adjustments Balance at 1 January 2011 Additions/ (Reductions) Changes in the basis of consolidation accounted for using equity method dividend adjustments Balance at 31 December 2011 in subsidiaries Address Software Srl Docutel SpA Kipoint SpA(1) Poste Tributi ScpA Postel do Brasil Ltda 97 1,201 555 2,325 - 500 58 - 40 62 167 (58) - 137 1,263 1,222 2,325 - Total subsidiaries 4,178 558 - 211 - 4,947 in joint ventures Uptime SpA(2) 34 - - - - 34 Total joint ventures 34 - - - - 34 in associates Docugest SpA(2) Consorzio ANAC in liquidation Telma - Sapienza Scarl(1) Other SDA group associates(3) 1,781 10 649 19 2,058 (10) - - 491 (158) - - 4,330 491 19 Total associates 2,459 2,048 - 333 - 4,840 Total 6,671 2,606 - 544 - 9,821 Investments (1) (2) (3) Measurement using the equity method refers to the alignment of the value of the investment to Equity in the financial statements for the year ended 31 December 2010. Measurement using the equity method was based on the latest available financial statements for the year 31 December 2010. The other SDA Express Courier associates are: Epiemme srl (dormant), G.T.E. Transport Srl in liquidation, I.C.S. Srl, International Speedy Srl in liquidation, MDG Express Srl, Speedy Express Courier Srl, S.T.E. Srl, T.W.S. Express Courier Srl. Changes during 2011, as described in note 8.3, regard: • a capital contribution from SDA Express Courier SpA to Kipoint SpA, totalling 500 thousand euros; • participation in the capital increase carried out by Postel do Brasil Ltda on 11 April, in preparation for the company’s liquidation, with a value of 2,214,452 Brazilian reals (equal to 1,202 thousand euros) by converting all the receivables due to Postel SpA from the Brazilian subsidiary, and written off in previous years, and via a cash payment of 129,851 Brazilian reals (58 thousand euros); at the same time the value of the investment was written down by 58 thousand euros. As a result of the capital increase, the Group’s interest in Postel do Brasil Ltda has risen from 99.88% to 99.99%; • Postel SpA’s acquisition, on 31 January 2011, of 162,151 shares in Docugest SpA, representing a 12% interest in the company, and the simultaneous sale to a third company, CEDACRI SpA, of 152,556 shares in C-Global SpA, representing a 17% interest. As a result of these transactions, Postel SpA owns a 49% interest in Docugest SpA; • The request for cancellation of the Consorzio Accademia Nazionale di Aviazione Civile (ANAC) from the companies’ register on 25 July 2011. In addition, on 7 September 2011 a new shareholder acquired an interest in Telma-Sapienza Scarl, thus reducing Poste Italiane SpA’s holding from 32.45% to 32.18%. Following the entry of a further new shareholder on 1 March 2012, the interest in Telma-Sapienza Scarl was reduced from 32.18% to 30.20%. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 193 9 - FINANCIAL ASSETS Financial assets break down as follows at 31 December 2011 and 2010: 9.1 - Financial assets Balance at 31 December 2011 Item Loans and receivables Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss Derivative financial instruments Total Non-current assets 242,511 13,616,562 44,842,507 Current assets 9,100,384 747,331 5,309,511 9,555,977 203,470 68,461,027 Balance at 31 December 2010 Total 9,342,895 14,363,893 50,152,018 Non-current assets 336,575 12,969,208 42,429,757 Current assets 7,734,682 1,799,005 5,140,971 Total 8,071,257 14,768,213 47,570,728 85,478 28,819 9,641,455 232,289 11,174,547 213,340 23,299 3,485 11,197,846 216,825 15,271,523 83,732,550 67,123,427 14,701,442 81,824,869 Information on Financial assets is broken down by operating segment, as follows: • Financial Services, primarily relating to the financial assets of BancoPosta RFC23 and BdM-MCC SpA; • Insurance Services, which includes the financial assets of Poste Vita SpA and its subsidiary, Poste Assicura; • Postal and Business Services, accounting for all the Group’s other financial assets. 9.2 - Financial assets by operating segment Balance at 31 December 2011 Item FINANCIAL SERVICES Loans and receivables Held-to-maturity financial assets Available-for-sale financial assets Derivative financial instruments INSURANCE SERVICES Loans and receivables Available-for-sale financial assets Financial assets at fair value through profit or loss Derivative financial instruments POSTAL AND BUSINESS SERVICES Loans and receivables Available-for-sale financial assets Derivative financial instruments Total Non-current assets 26,475,466 26,863 13,616,562 12,697,915 134,126 Current assets 10,863,035 8,800,155 747,331 1,286,757 28,792 41,341,432 31,716,111 Balance at 31 December 2010 Total 37,338,501 8,827,018 14,363,893 13,984,672 162,918 Non-current assets 26,669,898 12,969,208 13,613,438 87,252 Current assets 10,230,521 7,428,030 1,799,005 1,002,533 953 Total 36,900,419 7,428,030 14,768,213 14,615,971 88,205 4,010,021 5,723 3,918,820 45,351,453 5,723 35,634,931 39,630,028 28,349,926 4,056,310 3,251 4,029,747 43,686,338 3,251 32,379,673 9,555,977 69,344 85,478 - 9,641,455 69,344 11,174,547 105,555 23,299 13 11,197,846 105,568 644,129 215,648 428,481 - 398,467 294,506 103,934 27 1,042,596 510,154 532,415 27 823,501 336,575 466,393 20,533 414,611 303,401 108,691 2,519 1,238,112 639,976 575,084 23,052 68,461,027 15,271,523 83,732,550 67,123,427 14,701,442 81,824,869 23. BancoPosta RFC’s operations regard the financial services provided by the Parent Company pursuant to Presidential Decree 144/2001, which from 2 May 2011 are attributable to the ring-fenced capital, and which relate to the management of postal current accounts deposits, carried out in the name of BancoPosta but subject to statutory restrictions on the investment of the liquidity in compliance with the applicable legislation, and the management of collections and payments 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, signed on 8 May 2009 and extended with an addendum dated on 29 September 2011, expires on 30 June 2012, and requires BancoPosta to provide daily statements of all cash flows, with a delay of one bank working day with respect to the transaction date. Consolidated financial statements 194 FINANCIAL SERVICES LOANS AND RECEIVABLES Loans and receivables break down as follows: 9.3 - Loans and receivables Balance at 31 December 2011 Item Loans Non-current assets 26,863 Current assets 45,960 26,863 Receivables Amounts deposited with the MEF MEF on behalf of Italian Treasury Other financial receivables Total Balance at 31 December 2010 Total 72,823 Non-current assets - Current assets - Total - 8,754,195 7,060,499 793,537 900,159 8,754,195 7,060,499 793,537 900,159 - 7,428,030 6,173,455 829,234 425,341 7,428,030 6,173,455 829,234 425,341 8,800,155 8,827,018 - 7,428,030 7,428,030 LOANS The balance, which refers to BdM-MCC SpA, consists of: • 62,966 thousand euros in loans granted to public entities and non-financial companies, as part of the development financing provided under the Agreement with Cassa Depositi e Prestiti; of the above, 25,475 thousand euros regards a loan to be repaid by the MEF; • 9,356 thousand euros for loan granted to a bank; • 501 thousand euros to adjust the value of development loans following their conversion to a fixed rate as a result of fair value hedges with a notional amount of 16,292 thousand euros, as described in note 9.12. RECEIVABLES This item relates almost entirely to BancoPosta RFC. Amounts deposited with the MEF As provided for in the specific agreement with the MEF, renewed on 1 April 2011, approved by Ministerial Decree and valid until 31 December 2011, these deposits regard the investment of liquidity deriving from current account deposits by Public Sector entities with the parent and are remunerated at a floating rate in line with the European Commission’s Decision of 16 July 2008. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 195 MEF on behalf of the Italian Treasury 9.4 - MEF on behalf of the Italian Treasury Balance at 31 December 2011 Item Non-current assets Current assets Balance at 31 December 2010 Total Non-current assets Current assets Total Balance of cash flows for advances Balance of cash flows from management of postal savings Amounts payable for responsibility for robberies Amounts payable for operational risks - 1,439,513 1,439,513 - 1,177,544 1,177,544 - (358,238) (160,224) (127,514) (358,238) (160,224) (127,514) - (73,403) (160,499) (114,408) (73,403) (160,499) (114,408) Total - 793,537 793,537 - 829,234 829,234 Balance of cash flows for advances 9.5 - Balance of cash flows for advances Balance at 31 December 2011 Non-current Item assets Net advances MEF postal current accounts and other payables Ministry of Justice - Orders for payment MEF - State pensions - Current assets 1,445,858 (680,713) (3,024) 677,392 Total 1,439,513 - Balance at 31 December 2010 Total 1,445,858 (680,713) (3,024) 677,392 Non-current assets - Current assets 1,175,460 (679,417) 16 681,485 Total 1,175,460 (679,417) 16 681,485 1,439,513 - 1,177,544 1,177,544 The balance of cash flows for advances represents the net amount receivable as a result of transfers of deposits and excess liquidity, less advances from the MEF to meet the cash requirements of BancoPosta. Balance of cash flows from the management of postal savings This item represents the balance of deposits less withdrawals during the last day of the period and cleared on the first day of the following period. The balance at 31 December 2011 consists of 434,939 thousand euros payable to Cassa Depositi e Prestiti (109,428 thousand euros at 31 December 2010), less 76,701 thousand euros receivable from the MEF for outflows on its behalf (36,025 thousand euros at 31 December 2010). Amounts payable for responsibility for robberies The Parent Company is liable to the MEF on behalf of the Italian Treasury for losses resulting from robberies and fraud. This liability derives from the cash withdrawals from the Treasury to make up for the losses resulting from these criminal acts, in order to ensure that post offices can continue to operate. Changes in this liability during the period are as follows: 9.6 - Changes in Amounts payable for responsibility for robberies Note Balance at 1 January Amounts payable for robberies during the year Repayments mad Balance at 31 December Consolidated financial statements [36.1] 2011 160,499 6,778 (7,053) 2010 164,604 6,748 (10,853) 160,224 160,499 196 During 2011 the Parent Company made repayments of 3,683 thousand euros to the Treasury for robberies that took place up to 31 December 2010 and repayments of 2,694 thousand euros for robberies during the first half of 2011. A further 676 thousand euros was repaid following rulings by the Italian Court of Auditors in respect of robberies up to 31 December 1993. Amounts payable for operational risks These payables regard the portion of advances obtained to fund the operations of BancoPosta, relating to advances from the MEF for transactions for which there were insufficient funds. Changes in these payables are as follows: 9.7 - Changes in Amounts payable to the Italian Treasury for operational risks Note Balance at 1 January New payables for operational risks Operational risks that did not occur 2011 114,408 9,462 (1,337) [36.1] Repayments made Reclassification for Provisions for disputes Balance at 31 December 2010 102,647 11,074 (1,727) 8,125 4,981 9,347 (83) 2,497 127,514 114,408 Other financial receivables 9.8 - Other financial receivables Item Balance at 31 December 2011 Guarantee deposits 503,880 Cheques drawn on third parties awaiting clearance 233,407 BancoPosta ATM withdrawals to be debited to customer accounts 70,379 Other amounts to be charged to customers 39,884 Items awaiting settlement with the banking system 39,057 Other receivables 13,552 Total 900,159 Balance at 31 December 2010 90,074 92,718 70,189 138,529 18,624 15,207 425,341 Guarantee deposits, totalling 503,880 thousand euros include 481,290 thousand euros (89,560 thousand euros al 31 December 2010) provided to counterparties with whom the Company has executed asset swap transactions (with collateral provided by specific Credit Support Annexes) as part of the Group’s cash flow and fair value hedging policies, and 22,590 thousand euros (514 thousand euros at 31 December 2010) provided to counterparties in outstanding repo liabilities on fixed income securities (with collateral provided by specific Global Master Repurchase Agreements). Other amounts to be charged to customers primarily regard: • amounts due from commercial partners derive from the handling of Postepay card top-ups and the payment of pre-printed bills by their distribution networks, and total 21,689 thousand euros; • use of the debit cards issued by BancoPosta, totalling 11,139 thousand euros; • cheques and other post office securities settled through the clearing house, totalling 3,475 thousand euros (90,821 thousand euros at 31 December 2010). The reduction compared with the previous year is due to optimisation of the process for handling remittances from the clearing house. Items awaiting settlement with the banking system regard debit card payments made at post offices, totalling 37,026 thousand euros, and other items being processed in relation to ATM withdrawals using third-party debit cards, totalling 2,031 thousand euros. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 197 INVESTIMENTS IN SECURITIES AND EQUITY INSTRUMENTS This item breaks down as follows: 9.9 - Investments in securities and equity instruments Balance at 31 December 2011 Item Held-to-maturity financial assets Fixed income instruments Available-for-sale financial assets Fixed income instruments Equity instruments Total Note [9.10] [9.10] Non-current assets 13,616,562 13,616,562 Current assets 747,331 747,331 12,697,915 12,675,246 22,669 26,314,477 Balance at 31 December 2010 Total 14,363,893 14,363,893 Non-current Current assets assets 12,969,208 1,799,005 12,969,208 1,799,005 Total 14,768,213 14,768,213 1,286,757 1,286,757 - 13,984,672 13,962,003 22,669 13,613,438 1,002,533 13,587,472 1,002,533 25,966 - 14,615,971 14,590,005 25,966 2,034,088 28,348,565 26,582,646 2,801,538 29,384,184 Investments in securities This item regards investments in fixed income euro area government securities with a face value of 30,567,563 thousand euros, and consisting of Italian government securities held primarily by BancoPosta RFC and to a residual extent by BdMMCC SpA and BancoPosta Fondi SpA SGR. 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. In this regard, 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 for the Parent Company by a leading market operator. An Asset & Liability Management system has been created to management the match between customer deposits and investments. During the first half the process of matching the maturity of the portfolio with the new replication model for deposits, introduced in 2010, continued. Changes in Investments in securities in 2011 and 2010 are as follows: Consolidated financial statements 198 9.10 - Changes in Investments in securities HTM Face Securities value Balance at 31 December 2009 13,114,650 Purchases Sales Redemptions Transfers to Equity Increase/(Decrease) in accrued income Change in amortised cost Fair value gains/(losses) through profit or loss Fair value gains/(losses) through Equity AFS FVPL Carrying Face Fair amount value value 13,287,112 14,123,020 15,098,084 2,695,000 2,814,133 (150,000) (154,059) (1,150,000) (1,150,000) (17,857) Face value 100,000 TOTAL Fair value 104,021 Face Carrying value amount 27,337,670 28,489,217 7,001,500 7,230,865 1,911,000 1,921,109 (5,707,350) (5,814,550) (2,011,000) (2,025,807) (845,320) (845,320) (227,728) - 11,607,500 11,966,107 (7,868,350) (7,994,416) (1,995,320) (1,995,320) (245,585) - (5,029) (6,087) - 18,085 9,912 - 677 - - 13,733 3,825 - - - (24,694) - - - (24,694) - - - (854,649) - - - (854,649) Balance at 31 December 2010 14,509,650 14,768,213 14,571,850 14,590,005 - - Purchases 1,300,000 1,225,677 6,401,200 6,285,549 Sales (50,000) (50,576) (3,838,500) (3,824,282) Redemptions (1,522,000) (1,522,000) (810,000) (810,000) Transfers to Equity (44,557) (114,252) Increase/(Decrease) in accrued income (14,103) 8,841 Change in amortised cost 1,239 23,242 Fair value gains/(losses) through profit or loss 407,960 Fair value gains/(losses) through Equity - (2,610,542) Change in basis of consolidation 5,363 5,482 - 7,701,200 7,511,226 - (3,888,500) (3,874,858) - (2,332,000) (2,332,000) (158,809) - - - (5,262) 24,481 - - - 407,960 - - - (2,610,542) 5,363 5,482 Balance at 31 December 2011 - - 30,567,563 28,325,896 14,237,650 14,363,893 16,329,913 13,962,003 29,081,500 29,358,218 At 31 December 2011 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 13,174,718 thousand euros (including 222,786 thousand euros in accrued daily interest payments). A notional amount of 1,498,000 thousand euros regards securities that are encumbered as they have been used as collateral for repurchase agreements (note 23.3). The fair value of the available-for-sale portfolio is 13,962,003 thousand euros. A notional amount of 600,000 thousand euros regards encumbered investments in securities used as collateral for repurchase agreements (note 23.3) entered into by the Parent Company. In addition, securities with a notional amount of 230,000 thousand euros had been used as collateral for repurchase agreements unwound in January 2012. The overall fair value loss of 2,202,582 thousand euros for the period is recognised in the relevant Equity reserve, consisting of a loss of 2,610,542 thousand euros (note 19.1) relating to the portion of the portfolio not covered by fair value hedges, and in the income statement, represented by a loss of 407,960 thousand euros relating to the hedged portion. The losses reflect the downgrade of Italy’s credit rating in the second half of 2011. Investments in equity instruments These investments are attributable to BancoPosta RFC and primarily include 21,682 thousand euros relating to the fair value of 75,628 class B shares in MasterCard Incorporated held by the Parent Company (150,628 shares with a fair value of 25,263 thousand euros at 31 December 2010). These equity instruments are not quoted on a regulated market but, should Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 199 it be necessary to sell them, they may be converted into an equal number of Class A shares, which are listed on the New York Stock Exchange. 75,000 shares were sold to third parties during the period, realizing a gain of 20,318 thousand euros. Fair value gains during the period amount to 9,282 thousand euros and have been recognised in the relevant Equity reserve (note 19.1). DERIVATIVE FINANCIAL INSTRUMENTS At 31 December 2011 derivative financial instruments attributable to the Financial Services segment total 162,918 thousand euros and include 86,414 thousand euros attributable to BancoPosta RFC and 76,504 thousand euros to BdM-MCC SpA. The following schedule shows a breakdown of outstanding transactions attributable to BancoPosta RFC and BdM-MCC SpA at 31 December 2011. Derivative instruments attributable to BancoPosta RFC 9.11 - Changes in Derivative financial instruments Cash flow hedges Forward purchases notional fair value Balance at 1 January 2010 Discontinued CFHs Increases/(Decreases)(*) Gains/Losses through profit or loss(**) Transactions settled(***) 578,000 (91,000) 1,820,000 40,969 (6,941) 2,802 Fair value hedges Asset swaps notional fair value 2,618,700 (93,075) 450,000 83,259 Asset swaps notional fair value FV through profit or loss Forward purchases notional fair value Forward sales notional fair value notional Total fair value 2,950,000 15,904 91,000 - 6,941 2,286 100,000 541,000 (7) (2,543) 3,296,700 (52,113) 5,761,000 101,708 - (24) 2,864 (91,000) (9,227) (641,000) 2,550 (24) (3,313,950) (51,867) 2,950,000 18,744 750,000 (417,249) - 1,050,000 5,911 - - 5,743,750 (2,296) 5,650,000 (565,359) - (552) 9,513 - - - - (1,587,000) (50,530) (994,950) 2,476 Balance at 31 December 2010 720,000 (13,700) Increases/(Decreases)(*) 3,190,000 (79,933) Discontinued CFHs (1,050,000) (5,911) Gains/Losses through profit or loss(**) Transactions settled(***) (2,060,000) 68,263 2,073,750 1,710,000 - (7,340) (68,177) - (250,000) (450) (46,588) Balance at 31 December 2011 800,000 (31,281) 3,533,750 (122,555) 3,700,000 (389,544) 1,050,000 5,911 - - 9,083,750 (537,469) 950,000 71,506 2,583,750 (194,061) 3,700,000 (389,544) 550,000 500,000 12,844 (6,933) - - 1,800,000 86,414 7,283,750 (623,883) - (2,310,000) (1,002) 31,188 of which: Derivative assets Derivative liabilities 300,000 2,064 500,000 (33,345) The opening balance and changes in 2010 solely regard derivative financial instruments associated with investments in securities. (*) Increases /(Decreases) refer to the notional amount 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 and insurance activities. (***) Transactions settled include forward transactions settled, accrued differentials and the extinguishment of asset swaps linked to securities sold. During period the following transactions in relation to cash flow hedges were carried out: • the settlement of forward purchases outstanding at 31 December 2010 with a notional amount of 720,000 thousand euros; • the execution of new forward purchase agreements with a notional amount of 3,190,000 thousand euros (so-called cash flow hedges of forecast transactions), including 1,340,000 thousand euros already settled at 31 December 2011; • the reclassification of forward purchases with a notional amount of 1,050,000 thousand euros to derivative financial instruments at fair value through profit and loss, following early settlement and resulting discontinuation24 of the hedges in February 2012; 24. Discontinuation 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. Consolidated financial statements 200 • the execution of asset swaps on securities purchased during the period and with a notional amount 1,710,000 thousand euros and the extinguishment of asset swaps on securities sold, previously protected by cash flow hedges, with a notional amount of 250,000 thousand euros; as a result of these transactions, at 31 December 2011 the Parent Company reports outstanding assets swaps with a total notional amount of 3,533,750 thousand euros with which BancoPosta has purchased a fixed rate of 4.86% (the weighted average of the rates provided for in the contracts) and sold a floating rate on inflation-linked BTPs (BTP€i) and CCTeus indexed to 6-month Euribor. The effective portion of these instruments recorded an overall fair value loss of 148,110 thousand euros during the period, which is reflected in the Cash flow hedge reserve (note 19.1). During 2011 BancoPosta 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 asset swaps with a total notional amount of 750,000 thousand euros, including 350,000 thousand euros to be activated in 2015 and 400,000 thousand euros to be activated 2016. 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, the effective portion of these instruments have undergone an overall net fair value loss of 417,249 thousand euros, whilst the hedged securities (note 9.10) have recorded a fair value gain of 407,960 thousand euros, with the difference of 9,289 thousand euros being due to paid or maturing differentials. The losses reflect the downgrade of Italy’s credit rating in the second half of 2011, given that the related exposure is not hedged. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, the above discontinued hedge was settled in 2012 through forward sales with net proceeds of 55,618 thousand euros, after deducting the fair value previously reported at 31 December 2011, totalling 5,911 thousand euros. Derivative instruments attributable to BdM-MCC SpA 9.12 - Changes in Derivative financial instruments 2011 2010 Cash Flow hedges Fair value hedges Fair value through profit or loss Balance at 1 January Change in basis of consolidation Increases/(Decreases) Gains/(Losses) through profit or loss Transactions settled - 41,413 32,327 2,076 - 41,413 32,327 2,076 - Balance at 31 December of which: Derivative assets Derivative liabilities - 75,816 - 75,816 - 76,316 (500) 188 (188) 76,504 (688) Total Fair value through profit or loss Total - - - - - - - - - - - Cash flow Fair value hedges hedges Fair value gains of 76,316 thousand euros refer to the value of five interest rate swaps hedging bonds issued by BdM-MCC SpA (note 23.1), with a notional amount of 333,452 thousand euros. These instruments recorded a net fair value gain of 33,942 thousand euros during the period, whilst the hedged bonds recorded a fair value loss of 32,126 thousand euros. The difference of 1,816 thousand euros is due to the maturing differential recognised in profit or loss. The balance is made up by six interest rate swaps, recording net fair value losses of 500 thousand euros, to hedge existing loans with a notional amount of 16,292 thousand euros. These instruments recorded a net fair value gain of 461 thousand euros during the period, whilst the hedged fixed rate loans recorded a fair value loss of 201 thousand euros. The difference of 260 thousand euros is due to the maturing differential recognised in profit or loss. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 201 Finally, the derivative financial instruments measured at fair value through profit or loss refer to two CAP options, including one separated from the floored top side bond issue and classified in trading derivatives, and the other of the same amount and type also separated from the derivate hedging the bonds. INSURANCE SERVICES RECEIVABLES Receivables of 5,723 thousand euros (2,351 thousand euros at 31 December 2010) regard the subscription of and payment for units of mutual investment funds by Poste Vita SpA. During the period receivables totalling 9,000 thousand euros due from a counterparty declared bankrupt were sold. These items had been previously written down by 8,100 thousand euros, thus realising a net gain of 1,216 thousand euros. AVAILABLE-FOR-SALE FINANCIAL ASSETS Changes in available-for-sale financial assets in 2010 and 2011 are as follows: 9.13 - Changes in Investments in available-for-sale financial assets Equity instruments Fixed income instruments Other investments Total 3,804 25,898,066 1,579,978 27,481,848 Additions/Disbursements 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 Sales/Settlement of accrued income 4,473 (759) 59 (40) (1,120) 15,110,203 (1,078,719) 77,860 (79,922) 67,211 403,872 (10,413,855) 826,950 (16,255) (2,133) 15,941,626 (1,095,733) 77,919 (79,962) 67,211 403,872 (10,417,108) Balance at 31 December 2010 Additions/Disbursements 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 Sales/Settlement of accrued income 6,417 3,605 (1,756) 223 38 (2,944) 29,984,716 11,482,041 (2,815,774) (4,305) 16,636 91,120 487,234 (5,910,595) 2,388,540 83,375 (165,087) (8,553) 32,379,673 11,569,021 (2,982,617) (4,082) 16,674 91,120 487,234 (5,922,092) 5,583 33,331,073 2,298,275 35,634,931 Balance at 1 January 2010 Balance at 31 December 2011 Financial instruments classified as Available-for-sale financial assets report fair value losses of 2,982,617 thousand euros. This amount reflects: • fair value losses of 2,979,626 thousand euros deriving from the measurement of securities held by Poste Vita SpA, with 2,877,401 thousand euros transferred to policyholders, with a contra-entry made in technical provisions in accordance with the shadow accounting method (note 2.3 – Insurance contracts); • net losses on the measurement of securities held by Poste Assicura SpA, totalling 2,991 thousand euros. The sum of the above changes in the fair value of Available-for-sale financial assets during 2011 had a net negative impact on the relevant Equity reserve of 105,216 thousand euros (note 19.1). Consolidated financial statements 202 Equity instruments Equity instruments refer to Poste Vita SpA’s investments, totalling 5,583 thousand euros (6,417 thousand euros at 31 December 2010) covering contractual obligations deriving from separately managed accounts. 79% of the portfolio is invested in utilities (electricity and gas), telecommunications, energy and financial stocks. Fixed income instruments Fixed income instruments primarily regard investments held by Poste Vita SpA, totalling 33,283,844 thousand euros (29,975,803 thousand euros at 31 December 2010). This refers to listed instruments with a face value of 32,179,254 thousand euros issued by European governments and European blue-chip companies, with 31,291,309 thousand euros (28,243,225 thousand euros at 31 December 2010) 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. The balance is represented by the fair value of fixed income instruments, totalling 47,229 thousand euros, held by Poste Assicura SpA. Other investments Other investments regard units of mutual investment funds with a value of 2,298,275 thousand euros (2,388,540 thousand euros at 31 December 2010), including 2,270,565 thousand euros primarily consisting of equity funds and 27,710 thousand euros relating to real estate funds, subscribed entirely by Poste Vita SpA and allocated to the insurance company’s separately managed accounts. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS Changes in financial instruments at fair value through profit or loss were as follows in 2010 and 2011: 9.14 - Changes in Financial instruments at fair value through profit or loss Balance at 1 January 2010 Purchases/Disbursements Fair value gains and losses through profit or loss Accrued income Sales/settlement of accrued income Balance at 31 December 2010 Purchases/Disbursements Fair value gains and losses through profit or loss Accrued income Sales/settlement of accrued income Balance at 31 December 2011 Fixed income instruments Structured bonds Other investments Total 1,266,132 7,178,870 (111,931) 1,924 (4,666,665) 3,668,330 1,037,508 (244,107) 2,955 (400,857) 8,769,793 1,699,673 292,216 (3,974,631) 6,787,051 1,897,353 (33) (3,809,596) 601,629 241,860 (4,385) (96,639) 742,465 38,030 (1,373) (76,271) 10,637,554 9,120,403 175,900 1,924 (8,737,935) 11,197,846 2,972,891 (245,513) 2,955 (4,286,724) 4,063,829 4,874,775 702,851 9,641,455 Financial instruments designated at fair value through profit or loss are held by the subsidiary, Poste Vita SpA and regard: • fixed income instruments of 4,063,829 thousand euros (3,668,330 thousand euros at 31 December 2010), consisting of 3,837,934 thousand euros in coupon stripped BTPs covering contractual obligations driving from with Branch III insurance policies, with the balance of 225,895 thousand euros primarily made up of corporate bonds issued by blue-chip companies and primarily linked to separately managed accounts; Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 203 • structured bonds of 4,874,775 thousand euros (6,787,051 thousand euros at 31 December 2010) 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 284,350 thousand euros (378,150 thousand euros at 31 December 2010); the reduction compared with the beginning of the year is due to sales of financial instruments, totalling 1,870,680 thousand euros, to fund the payment of claims on Branch III policies; • other investments totalling 702,851 thousand euros (742,465 thousand euros at 31 December 2010) regarding units of mutual investment funds primarily acquired to cover contractual obligations to the holders of Branch III unit-linked policies; the reduction compared with the beginning of the year is due to sales of financial instruments to fund the payment of claims on Branch III policies. DERIVATIVE FINANCIAL INSTRUMENTS At 31 December 2011 outstanding transactions primarily regard warrants and forward purchases of securities or warrants executed by Poste Vita SpA to cover contractual obligations deriving from Branch III policies already distributed or in the process of being distributed. Changes in derivative financial instruments accounted for at fair value through profit or loss in 2010 and 2011 are as follows: 9.15 - Changes in Derivative financial instuments at fair value through profit or loss Balance at 31 December 2009 Purchases Fair value gains and losses Transactions settled Balance at 31 December 2010 Purchases Fair value gains and losses Transactions settled Balance at 31 December 2011 USD currency forwards Forward purchase of coupon stripped BTPs Forward purchase of warrants Warrants Other less significant instruments Total (21) (7,547) (4,860) 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 2,210 - - 60,762 - 62,972 24 76,821 7,957 (93,895) - (9,093) (2,247) (84,541) (8,911) (3,078) - (98,777) - (7,720) (954) 69,344 - 60,670 - (7,720) (954) 69,344 - - 69,344 (8,674) of which: Derivative assets Derivative liabilities • Extinguishment of all forward transactions in US dollars outstanding at 31 December 2010, executed to hedge the redemption values at maturity of securities denominated in this currency. • Execution of 46 forward coupon stripped BTP purchases with a total notional amount of 1,965 million euros, covering contractual obligations deriving from Branch I policies and the Branch III “Titanium” policy; forward purchases with a notional amount of 828 million euros, in excess of the value of the “Titanium” policies sold at 15 July 2011, were in part extinguished early and in part allocated to the company’s free capital, with a total loss of 60,332 thousand euros. • Execution and settlement of 4 forward coupon stripped BTP purchases with a total notional amount of 230 million euros, covering contractual obligations deriving from the Branch III “Arco” policy. Consolidated financial statements 204 • Execution and settlement of 4 forward coupon stripped BTP purchases with a total notional amount of 231.5 million euros, subsequently reduced to 228.5 million euros without significant additional expense, covering contractual obligations deriving from the Branch III “Prisma” policy. • Execution of 7 forward coupon stripped BTP purchases with a total notional amount of 252.2 million euros, covering contractual obligations deriving from the Branch III “6Speciale” policy in the process of being distributed at 31 December 2011; the net fair value loss on this transaction amounts to 7,720 thousand euros. • Execution of forward purchases of Index Linked Warrants with a face value of 1,450 million euros, covering the indexlinked component of returns on the Branch III “Titanium” policy; the early extinguishment of a part of this contract, with a notional amount of 729 million euros, resulted in a charge of 8,725 thousand euros. • Execution and settlement of forward purchases of Index Linked Warrants with a face value of 200 million euros, covering the index-linked component of returns on the Branch III “Arco” policy. • Execution and settlement of forward purchases of Index Linked Warrants with a face value of 200 million euros, subsequently reduced to 197 million euros without significant additional expense, covering the index-linked component of returns on the Branch III “Prisma” policy. • Execution and settlement of forward purchases of Index Linked Warrants with a face value of 200 million euros, covering the index-linked component of returns on the Branch III “6Speciale” policy in the process of being distributed at 31 December 2011; the net fair value loss on this transaction amounts to approximately 954 thousand euros. • Partial extinguishment of warrants with a face value of 118 million euros, covering the index-linked component of returns on the Branch III “Quarzo” policy, which were in excess with respect to the related obligations. This extinguishment resulted in a realised loss of 710 thousand euros. At 31 December 2011 the Group’s position in warrants is represented by instruments with a total face value of 4,800 million euros and a fair value of 69,344 thousand euros, as follows: • warrants with a face value of 800 million euros purchased in 2009 and registering a fair value gain of 6,160 thousand euros (24,000 thousand euros at 31 December 2010), covering the index-linked component of returns on the Branch III “Alba” policy; • warrants with a face value of 1,500 million euros purchased in 2010 and registering a fair value gain of 14,430 thousand euros (42,555 thousand euros at 31 December 2010), covering the index-linked component of returns on the Branch III “Terra” policy; • warrants with a residual face value of 1,382 million euros purchased in 2010 (1,500 million euros at 31 December 2010), registering a fair value gain of 9,395 thousand euros (39,000 thousand euros at 31 December 2010), covering the indexlinked component of returns on the Branch III “Quarzo” policy; • warrants with a face value of 721 million euros purchased in 2011 and registering a fair value gain of 14,062 thousand euros, covering the index-linked component of returns on the Branch III “Titanium” policy; • warrants with a face value of 200 million euros purchased in 2011 and registering a fair value gain of 12,860 thousand euros, covering the index-linked component of returns on the Branch III “Arco” policy; • warrants with a face value of 197 million euros purchased in 2011 and registering a fair value gain of 12,437 thousand euros, covering the index-linked component of returns on the Branch III “Prisma” policy. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 205 POSTAL AND BUSINESS SERVICES LOANS AND RECEIVABLES LOANS This item refers to 1,023 thousand euros relating to the portion not consolidated using the proportionate method of the loan formerly granted by SDA Express Courier SpA to Italia Logistica Srl, and 185 thousand euros relating to the loan previously granted by Postel SpA to the subsidiary not consolidated on a line-by-line basis, Address Software Srl. RECEIVABLES Receivables, almost entirely attributable to the Parent Company, break down as follows: 9.16 - Receivables 31 December 2011 Non-current Item assets Due from parent 202,809 repayment of loans accounted for in liabilities 202,809 repayment of interest for 2010 on loan L887/84 Purchasers of service accommodation 12,839 Other Provisions for doubtful debts Total 215,648 31 December 2010 Current assets 289,535 Total 492,344 Non-current assets 324,503 Current assets 302,087 Total 626,590 279,902 482,711 324,503 292,454 616,957 9,633 4,441 (677) 9,633 12,839 4,441 (677) 11,737 3 - 9,633 692 (677) 9,633 11,737 695 (677) 293,299 508,947 336,243 302,102 638,345 At 31 December 2011 the fair value of receivables, totalling 482,711 thousand euros, due from the parent, the MEF, in the form of the residual principal to be repaid on loans accounted for in liabilities, is 477,201 thousand euros. At 31 December 2010 the fair value of this item, at that time accounted for at 616,957 thousand euros, was 627,630 thousand euros. The carrying amount of other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 492,344 thousand euros, primarily regard a receivable of 482,711 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 cost25 of a receivable with a face value of 505,773 thousand euros, which is expected to be collected by 2016. During 2011 Poste Italiane SpA collected receivables with a face value of 154,526 thousand euros and estimated accrued finance income on the present value of the receivables to be 20,280 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 887/8426. 25. 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. 26. 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 2009 was, instead, paid to Poste Italiane SpA from 2007. Consolidated financial statements 206 The face value of these receivables is as follows: Face value of receivable 17,706 283,028 203,378 1,661 Legislation Law 227/75 mechanisation of postal service Law 39/82 subsequent changes to postal service Law 887/84 Law 41/86 Total 505,773 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. 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 yet to be collected. Amounts due from others, totalling 4,441 thousand euros, include: • guarantee deposits, totalling 3,729 thousand euros, accounted for in current assets, in favour of counterparties with whom the Company has entered into outstanding repo liabilities on fixed income securities (with collateral provided by specific Global Master Repurchase Agreements); • 677 thousand euros due from a counterparty declared bankrupt in 2008 and written off in the same year, resulting from early extinguishment of two Interest Rate Swaps in accordance with the related contracts terms. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets, held primarily by the Parent Company, break down as follows: 9.17 - Available-for-sale financial assets Equity instruments Fixed income instruments Fiduciary deposits Mutual investment funds Other investments Total Poste Italiane | Annual Report 2011 Balance at 31 December 2011 Balance at 31 December 2010 5,312 428,945 7,365 471,791 94,466 3,692 92,098 3,830 98,158 95,928 532,415 575,084 Notes to the consolidated financial statements 207 Changes during the period are as follows: 9.18 - Changes in Available-for-sale financial assets 2011 Fixed income instruments Other investments 7,365 - 471,791 99,225 95,928 - 575,084 99,225 2,089 Balance at 1 January Purchases/Disbursements Fair value gains and losses through Equity 2010 Equity Note instruments [19.1] Equity Total instruments Fixed income instruments Other investments Total 7,362 3 101,143 500,324 94,272 - 202,777 500,327 (73,890) - (7,241) 1,647 (5,594) - (75,979) Fair value gains and losses through profit or loss - 33,115 - 33,115 - (24,569) - (24,569) Changes in amortised cost - (354) - (354) - (1,257) - (1,257) Accrued income - 5,776 411 6,187 - 4,629 270 4,899 (2,053) (104,629) (270) (106,952) - (101,238) (261) (101,499) 5,312 428,945 98,158 532,415 7,365 471,791 95,928 575,084 Sales / Redemptions / Settlement of accrued income Balance at 31 December Equity instruments This item refers to 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 This item regards investments in BTPs with a total face value of 500,000 thousand euros (a fair value of 428,945 thousand euros), including 100,000 thousand euros purchased in 2011. Of this amount, securities worth 375,000 thousand euros have been hedged via the asset swaps classified as fair value hedges, as described in the following note. All these securities are encumbered investments used as collateral for repurchase agreements entered into by the Parent Company (note 23.3). In 2011 the Group collected fixed income bonds issued by Cassa Depositi e Prestiti SpA with a face value of 100,000 thousand euros. Other investments Other investments regard: • a fiduciary deposit with a face value of 93,550 thousand euros (unchanged with respect to the end of 2010), established by the Parent 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 2011 is 94,466 thousand euros (92,098 thousand euros at 31 December 2010). At 31 December 2011 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 third-party counterparties to hedge exposure to the credit risk of certain issuers. These CDSs have a total notional amount of 60 million euros. • Units of equity mutual investment funds with a fair value of 3,692 thousand euros (3,830 thousand euros at 31 December 2010). Consolidated financial statements 208 DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative assets and liabilities are as follows: 9.19 - Changes in Derivative financial instruments Fair value hedges 2011 Fair value through profit or loss 119 (6) (122) 36 22,933 (37,191) 10 4,717 27 27 - Cash Flow hedges Balance at 1 January Increases/(Decreases) Gains/(Losses) through profit or loss Transactions settled Balance at 31 December of which: Derivative assets Derivative liabilities 2010 Fair value through profit or loss Total Cash Flow hedges Fair value hedges - 23,052 (37,197) (112) 4,753 (269) 598 (87) (123) 17 22,922 (6) - (252) - 23,520 (93) (123) (9,531) - (9,504) 119 22,933 - 23,052 (9,531) - 27 (9,531) 119 - 22,933 - - 23,052 - Total Cash flow hedges At 31 December 2011 outstanding derivative financial instruments, registering fair value gains of 27 thousand euros, consist exclusively of two currency forwards executed in March 2007 by Mistral Air Srl in order to hedge the foreign exchange risk linked with a notional amount of 520 thousand US dollars. This sum relates to the fees payable to suppliers for the lease of two aircraft. Fair value hedges At 31 December 2011 outstanding derivative financial instruments, registering fair value losses27 of 9,531 thousand euros consist of nine asset swaps used as fair value hedges entered into by the Parent Company in 2010 to protect the value of BTPs with a notional amount of 375 million euros from movements in interest rates. These instruments have enabled the Parent Company to sell the fixed rate on the BTPs of 3.75% and purchase a suitable floating rate. 27. 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 2011 Notes to the consolidated financial statements 209 10 - INVENTORIES Net inventories break down as follows: 10.1 - Inventories Balance at 31 December 2011 Balance at 31 December 2010 Increase/ (Decrease) Work in progress, semi-finished and finished goods and goods for resale 23,083 21,131 1,952 Properties held for sale 11,384 11,923 (539) Raw, ancillary and consumable materials 12,472 11,136 1,336 - 8,087 (8,087) - (8,087) 8,087 46,939 44,190 2,749 Item Contract work in progress Accumulated impairments of contract work in progress Total Work in progress, semi-finished and finished goods and goods for resale primarily refer to stocks of goods to be sold by Poste Shop SpA, which are primarily held in stock at post offices, and stationary and forms used in the Postel Group’s eprocurement activities. 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. 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 2011 amounts to approximately 70 million euros. With regard to Work in progress, the liquidation of Postel do Brasil Ltda, a subsidiary of Postel SpA, was begun during the period and the absence of the conditions that would allow the recovery of at least a part of the costs incurred, in previous years, under the long-term contract for the creation of an integrated hybrid e-mail platform in Brazil was confirmed. The previously made provisions were, therefore, used in full. 11 - TRADE RECEIVABLES Trade receivables break down as follows: 11.1 - Trade receivables 31 December 2011 Item Customers Parents Subsidiaries Associates Joint ventures Prepayments to suppliers Total Consolidated financial statements 31 December 2010 Non-current assets 181,555 - Current assets 2,198,191 1,665,322 6,652 8,932 4,306 61 Total 2,379,746 1,665,322 6,652 8,932 4,306 61 Non-current assets 216,583 - Current assets 2,564,570 1,176,654 3,261 3,084 3,422 346 Total 2,781,153 1,176,654 3,261 3,084 3,422 346 181,555 3,883,464 4,065,019 216,583 3,751,337 3,967,920 210 CUSTOMERS This item breaks down as follows: 11.2 - Receivables due from customers 31 December 2011 Non-current Item assets Ministries and Public Sector entities 176,941 Unfranked mail delivered on behalf of third parties and other valued added services 24,614 Overseas correspondents Parcel, express courier and express parcel services Overdrawn current accounts Cassa Depositi e Prestiti Amounts due for other BancoPosta services Amounts due for management of government subsidies Users of telegraphic services Property management Other trade receivables Provisions for doubtful debts (20,000) Total 181,555 Current assets 960,305 31 December 2010 Total 1,137,246 Non-current assets 216,583 Current assets 897,917 Total 1,114,500 432,099 219,007 456,713 219,007 - 419,402 184,210 419,402 184,210 165,591 126,645 149,606 98,480 165,591 126,645 149,606 98,480 - 150,791 100,952 842,556 108,581 150,791 100,952 842,556 108,581 52,919 40,253 9,906 314,629 (371,249) 2,198,191 52,919 40,253 9,906 314,629 (391,249) 2,379,746 216,583 45,131 7,875 202,556 (395,401) 2,564,570 45,131 7,875 202,556 (395,401) 2,781,153 MINISTRIES AND PUBLIC SECTOR ENTITIES These items primarily regard amounts due from the following entities: • Cabinet Office - Publishing department: 389,206 thousand euros due to the Parent Company, corresponding to a face value of 415,465 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 176,941 thousand euros (corresponding to a face value of 203,200 thousand euros) is classified in Non-current assets; • the Italian Office for National Statistics: 105,708 thousand euros regarding the printing, enveloping and delivery of the package for the 2011 national census; • 71,530 thousand euros due to the Parent Company from the tax authorities, primarily deriving from the provision of integrated mail services (34,716 thousand euros), the postage of unfranked mail (24,733 thousand euros) and the payment of tax rebates (5,284 thousand euros); • 69,883 thousand euros due from INPS, including 61,404 thousand euros due for the payment of pensions by BancoPosta and attributable entirely to 2011; • 58,362 thousand euros due to the Parent Company from the Ministry for Economic Development, including 57,657 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 period); • 52,325 thousand euros due to the Parent Company from the Equitalia group, including 51,631 thousand euros for the notification of tax assessments; • 41,756 thousand euros due to the Parent Company from the Ministry of Internal Affairs, including 22,759 thousand euros for integrated notification services and 18,997 thousand euros as payment for the franking of mail on credit; • 41,182 thousand euros payable to the Parent Company by the Ministry of Justice, primarily for the delivery of administrative notices (19,491 thousand euros) and for the payment service provided by BancoPosta for legal system expenses (19,229 thousand euros). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 211 • 39,608 thousand euros due to the Parent Company from the Municipality of Rome, primarily in relation to the delivery of administrative notices; • 29,879 thousand euros due to the Parent Company from Lazio Regional Authority, primarily for the delivery of administrative notices. • 28,701 thousand euros due from the Municipality of Milan to the Parent Company, primarily for the delivery of administrative notices. UNFRANKED MAIL DELIVERED ON BEHALF OF THIRD PARTIES AND OTHER VALUE ADDED SERVICES 319,355 thousand euros of this item regards receivables deriving from the Bulk Mail service and other value added services, whilst a further 137,358 thousand euros regards receivables deriving from the delivery of unfranked mail on behalf of third parties. OVERSEAS CORRESPONDENTS This item includes 218,349 thousand euros regarding postal services carried out by the Parent Company for overseas postal operators, and 658 thousand euros relating to international telegraphic services. PARCEL, EXPRESS COURIER AND EXPRESS PARCEL SERVICES These receivables refer to services provided by SDA Express Courier SpA, and to the mailing of parcels by the Parent Company. OVERDRAWN CURRENT ACCOUNTS These are amounts due to BancoPosta for temporarily overdrawn current accounts due almost entirely to the debit of recurring bank charges, and include accumulated sums that BancoPosta is in the process of recovering, and which have largely been written down. CASSA DEPOSITI E PRESTITI This item includes 129,050 thousand euros in fees and commissions due for 2011 in relation to the management of postal savings accounts by BancoPosta, with the remainder regarding previous years. AMOUNTS DUE FOR OTHER BANCOPOSTA SERVICES This refers to amounts due on insurance and banking services, on personal loans, on overdrafts and on mortgages sold on behalf of third parties, totalling 77,314 thousand euros. AMOUNTS DUE FOR THE MANAGEMENT OF GOVERNMENT SUBSIDIES This refers to the services provided by BdM-MCC SpA in managing government subsidies. USERS OF TELEGRAPHIC SERVICES These receivables regard telegrams ordered by telephone (27,334 thousand euros) and other telegraphic services (12,919 thousand euros). Consolidated financial statements 212 OTHER TRADE RECEIVABLES This item includes: • receivables deriving from unfranked mail on own behalf (89,325 thousand euros); • receivables deriving from the lease of commercial and residential properties, and premises used as canteens and bars (13,128 thousand euros); • receivables deriving from the distribution of telephone directories (12,838 thousand euros); • receivables generated by the Posta Easy service (12,065 thousand euros). PROVISIONS FOR DOUBTFUL DEBTS Changes in provisions for doubtful debts are as follows: 11.3 - Changes in Provisions for doubtful debts Item Balance at Net 1 Jan 2010 provisions Deferred revenues Uses Balance 31 Dec 2010 Net provisions Deferred revenues Uses Change Balance at in basis 31 Dec 2011 Overseas postal operators Public Sector entities Private customers 8,259 153,640 182,527 1,922 6,609 44,058 3,213 570 (14) (10,398) (2,534) 10,167 153,064 224,621 (3,072) (18,052) 9,554 3,212 502 (3,393) 2,473 - 7,095 140,697 231,284 For overdue interest 344,426 5,736 52,589 3,542 3,783 - (12,946) (1,729) 387,852 7,549 (11,570) 6,241 3,714 - (3,393) (1,617) 2,473 - 379,076 12,173 Total 350,162 56,131 3,783 (14,675) 395,401 (5,329) 3,714 (5,010) 2,473 391,249 A portion of Provisions for doubtful debts was released to the income statement in 2011 to reduce the item Other operating costs, reflecting the probable collection of items originally deemed unlikely to be recovered. Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs (note 36.1), 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 be partially unrecoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. Provisions for doubtful debts relating to private customers include 102,362 thousand euros attributable to BancoPosta’s operations, to cover the risk of not recovering numerous individually immaterial amounts due from overdrawn current account holders. 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: 11.4 - Receivables due from parents Item Balance at 31 December 2011 Balance at 31 December 2010 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 1,211,432 326,467 161,067 36,322 6,026 6,720 (82,712) 854,330 190,818 155,758 36,322 6,026 6,255 (72,855) Total 1,665,322 1,176,654 Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 213 Universal Service subsidies include 357,101 thousand euros representing the amount due for 2011, 364,463 thousand euros in amounts accrued in 2010, 371,830 thousand euros in amounts accrued in 2009, 32,011 thousand euros in amounts accrued in 2008 and 33,642, 43,722 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. The balance includes the sum of 323,987 thousand euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account held by the Parent Company at the Italian Treasury and for this reason accounted for in Advances received. This sum cannot be released until the European Commission has ruled on the Contratto di Programma (Planning Agreement) for 2009-2011, and until the MEF has replenished its cash holdings. The remuneration of BancoPosta’s current account deposits refers entirely to amounts accruing in 2011 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Electoral subsidies include 23,308 thousand euros accruing in 2011, with the remainder attributable to previous years. At 31 December 2011 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 2011, with 7,972 thousand euros regards the residual amount due for 2008 and 2007. Payment due for the distribution of euro coins refers to the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. At 31 December 2011 these receivables have not been budgeted for by the Government. 11.5 - Changes in Provisions for doubtful debts due from parents Balance at 1 Jan 2010 Provisions Deferred revenues Uses Balance at 31 Dec 2010 Provisions Deferred revenues Uses Balance at 31 Dec 2011 77,230 (4,375) - - 72,855 9,857 - - 82,712 Provisions for doubtful debts 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 based on the related financial impact. SUBSIDIARIES Trade receivables due from unconsolidated subsidiaries are as follows: 11.6 - Receivables due from subsidiaries Name Balance at 31 December 2011 Balance at 31 December 2010 Poste Tributi ScpA Docutel SpA Kipoint SpA Address Software Srl 5,089 987 419 157 2,421 495 289 56 Total 6,652 3,261 Consolidated financial statements 214 ASSOCIATES This item amounts to 8,932 thousand euros (3,084 thousand euros at 31 December 2010) and primarily includes amounts due from the associate, Docugest SpA. JOINT VENTURES This item amounts to 4,306 thousand euros (3,422 thousand euros at 31 December 2010) and includes the portion of a receivable due from Italia Logistrica Srl not accounted for using the proportionate method of consolidation. 12 - OTHER RECEIVABLES AND ASSETS 12.1 - Other receivables and assets 31 December 2011 31 December 2010 Non-current Item assets Prepaid taxes 483,767 Receivables from fixed-term contract settlements 217,717 Amounts that cannot be drawn on due to court rulings Amounts due from social security agencies and pension funds Amounts due from ministries and Public Sector entities for seconded staff Amounts due from others 81 Provisions for doubtful debts due from others (1,392) Accrued income and prepaid expenses from trading transactions Technical provisions attributable to reinsurers 17,917 Guarantee deposits paid to suppliers 7,436 Amounts due from current account holders for stamp duty paid on their behalf Third-party deposits in savings books in Poste Italiane's name 2,937 Other amounts due from subsidiaries - Current assets 333,196 Total 816,963 Non-current assets 378,578 Current assets 368,347 Total 746,925 83,113 300,830 227,536 68,069 295,605 99,179 99,179 - 117,189 117,189 90,288 90,288 - 43,931 43,931 13,528 93,887 (54,314) 13,528 93,968 (55,706) 85 (2,189) 11,283 106,803 (49,857) 11,283 106,888 (52,046) 18,888 - 18,888 17,917 7,436 8,333 6,197 17,316 - 17,316 8,333 6,197 6,430 6,430 - 5,996 5,996 168 2,937 168 2,957 - 34 2,957 34 Total 684,363 1,412,826 621,497 689,111 1,310,608 728,463 Prepaid taxes of 816,963 thousand euros include 565,000 thousand euros paid in advance by Poste Vita SpA for the financial years, 2007-2011, withholding and substitute tax paid on capital gains on life policies28 and advances paid to the tax authorities by the Parent Company, including 216,796 thousand euros in stamp duty to be paid in virtual form in 2012, and 23,365 thousand euros as withholding tax on interest paid to current account holders for 2011. Amounts due from staff under fixed-term contracts settlements consist of salaries 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 28. Of the total amount, 162,191 thousand euros, assessed on the basis of provisions at 31 December 2011, has yet to be paid and is accounted for in Other taxes due (note 25.4). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 215 December 2011 these receivables regard the total residual present value of amounts due from staff and the former pension fund, IPOST, totalling 300,830 thousand euros. Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2031. 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. 12.2 - Receivables from fixed-term contract settlements Balance at 31 December 2011 Item Non-current assets Current assets Total Balance at 31 December 2010 Face value Non-current assets Current assets Total Face value Receivables due from staff under agreement of 2006(1) 20,281 14,017 34,298 37,710 32,672 14,397 47,069 52,203 due from staff under agreement of 2008(2) 106,288 23,629 129,917 151,719 122,569 28,477 151,046 178,534 due from staff under agreement of 2010(3) 64,484 17,781 82,265 106,943 33,029 11,352 44,381 56,515 due from former IPOST(4) 26,664 27,686 54,350 55,372 39,266 13,843 53,109 55,372 217,717 83,113 300,830 227,536 68,069 295,605 Total (1) (2) (3) (4) 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 in the case of individual agreements entered into in 2010, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2011 for individual agreements entered into in the first half of 2011. Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. Amounts that cannot be drawn on due to court rulings include 86,100 thousand euros in amounts seized and not assigned to creditors in the process of recovery and 13,079 thousand euros in amounts stolen from the Parent Company in December 2007 as a result of an attempted fraud and currently deposited with an overseas bank. The latter sum 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 2011. 12.3 - Changes in Provisions for doubtful debts due from others Balance at 1 Item Jan 2010 Public Sector entities for sundry services 11,451 Receivables from fixed-term contract settlements 2,189 Other receivables 23,792 Total 37,432 Net provisions Uses Balance at 31 Dec 2010 Net provisions Uses Change in basis Balance at 31 Dec 2011 (984) - 10,467 (380) - 267 10,354 15,598 - 2,189 39,390 6,593 (2,820) - 2,189 43,163 14,614 - 52,046 6,213 (2,820) 267 55,706 Provisions for amounts due from Public Sector entities regard accrued payments for the Parent Company’s staff seconded to ministries and Public Sector entities. Consolidated financial statements 216 13 - CASH AND DEPOSITS ATTRIBUTABLE TO BANCOPOSTA 13.1 - Cash and deposits attributable to BancoPosta Item Balance at 31 December 2011 Balance at 31 December 2010 Cash and valuables in hand Cheques Bank deposits 2,263,847 320 295,827 2,314,930 50 36,265 Total 2,559,994 2,351,245 Cash at post offices, relating exclusively to BancoPosta RFC, consists of cash deposits on postal current accounts, postal savings products (Interest-bearing Postal Certificates and Post Office Savings Books) or advances obtained from the Treasury to fund post office operations. This cash may only be used in settlement of these obligations. Cash and valuables in hand are held at post offices (799,178 thousand euros) and companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury (1,464,669 thousand euros). Bank deposits relate to BancoPosta RFC‘s operations and include amounts deposited in an account with the Bank of Italy to be used in interbank settlements, totalling 205,217 thousand euros. 14 - CASH AND CASH EQUIVALENTS This item breaks down as follows: 14.1 - Cash and cash equivalents Item Bank deposits and amounts held at the Italian Treasury Deposits with the MEF Cash and valuables in hand Total Balance at 31 December 2011 1,063,097 829,399 10,959 1,903,455 Balance at 31 December 2010 239,115 840,624 13,406 1,093,145 BANK DEPOSITS AND AMOUNTS HELD AT THE ITALIAN TREASURY Deposits with the Italian Treasury include a non-interest bearing escrow account of 323,987 thousand euros deposited by the MEF in December 2011 as an advance on Universal Service subsidies due to the Parent Company. In addition, bank deposits include 17,765 thousand euros that cannot be drawn on due to court rulings regarding various disputes. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 217 DEPOSITS WITH THE MEF Cash belonging to the Parent Company deposited in postal current accounts is subject to the same requirements as apply to the investment of deposits by BancoPosta’s private current account holders. In the agreement with the MEF regarding treasury services carried out by BancoPosta signed on 8 May 2009, extended with an addendum dated 29 September 2011 and valid until 30 June 2012, a portion of private current account deposits may be deposited 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 floating rate calculated, until 30 November 2011, on the basis of the average yield on Short-term Italian Treasury Certificates (BOT) issued by the MEF in the relevant six-month period and, from 1 December 2011, on the basis of the ECB’s Main Refinancing Operations (MRO) rate. 15 - NON-CURRENT ASSETS HELD FOR SALE This item breaks down as follows: 15.1 - Non-current assets held for sale 2011 2010 9,753 (3,706) (465) 5,582 2,687 (937) (465) 1,285 4,241 (188) 4,053 8,031 (3,734) 4,297 Balance at 31 December Cost Accumulated depreciation Impairments Carrying amount 16,752 (6,652) (465) 9,635 9,753 (3,706) (465) 5,582 Reclassifications(1) Cost Accumulated depreciation Total 7,293 (3,052) 4,241 12,997 (4,966) 8,031 Disposals(2) Cost Accumulated depreciation Total (294) 106 (188) (5,931) 2,197 (3,734) Balance at 1 January Cost Accumulated depreciation Impairments Carrying amount Changes during the year Reclassifications of non-current assets(1) Disposals(2) Reclassification from provisions for other liabilities and charges Total changes 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 45 million euros. Recognition of this item has not resulted in charges recognised in the income statement. Consolidated financial statements 218 16 - 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. Al 31 December 2011 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: 16.1 - Reconciliation of Equity Equity 31 Dec 2011 Changes in Equity 2011 Profit/(Loss) for 2011 2,001,813 (2,309,951) 698,539 974,378 - 134,661 839,717 1,256 - 542 (109,909) (72,010) 1,896 Financial statements of Poste Italiane SpA Equity 31 Dec 2010 Changes in Equity 2010 729,035 4,076,920 - 205,040 634,677 714 - (490) 1,204 - (37,899) (18,022) - (19,877) 717 - 1,179 986 - 193 (12,497) - (9,474) (3,023) - 3,524 (6,547) (28,862) (64,136) 15,790 664 - 2,158 1,661 28,627 - (31,020) (65,797) (12,837) 664 - 16,395 12,623 - (47,415) (78,420) (12,837) 664 - Effects of intercompany transactions (11,316) - (9,423) (1,893) - - (1,893) - Elimination of adjustments to value of consolidated investments 160,932 - 10,519 150,413 - 61,671 88,742 - Amortisation until 1 Jan 2004/impairment of goodwill arising from consolidation (84,418) - - (84,418) - (13,390) (71,028) - - (6,208) 6,208 - 2,824 3,384 2,611 - (5,221) 7,832 - 689 7,143 2,848,202 (2,381,244) 846,381 4,383,065 (1,209,766) 1,017,921 4,574,910 13 - - - 13 - Undistributed profit/(loss) of investee companies - Investments accounted for using the equity method - Balance of FV and CFH reserves of investee companies - Actuarial gains and losses on staff termination benefits of investee companies - Fees to be amortised attributable to Poste Vita SpA and Poste Assicura SpA(*) 3,613,225 (1,192,730) Profit/(Loss) for Equity 2010 1 Jan 2010 - Effects of contributions and transfers of business units between Group companies: SDA Express Courier SpA EGI SpA Postel SpA PosteShop SpA - Effect of tax consolidation arrangement - Other consolidation adjustments 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 - - 13 2,848,215 (2,381,244) 846,381 4,383,078 (1,209,766) 1,017,921 4,574,923 This adjustment regards deferment of fees payable for the distribution by Poste Vita SpA of certain 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. 17 - SHAREHOLDER TRANSACTIONS The General Meeting of shareholders held on 14 April 2011 approved payment of dividends totalling 350,000 thousand euros (based on a dividend per share of 0.27 euros). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 219 18 - 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 2011 or 31 December 2010. 19 - RESERVES Reserves break down as follows: 19.1 - Reserves Legal reserve Reserve for BancoPosta RFC Fair value reserve Cash flow hedge reserve Total Balance at 1 January 2010 Increases/(Decreases) in fair value during the year 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 Increases/(Decreases) in fair value during the year 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 2010 Establishment of BancoPosta RFC 186,991 38,948 - 1,000,000 (207,795) (2,780,366) 905,062 (74,239) 20,792 (1,928,751) - (37,617) (148,116) 47,920 (70,998) 22,862 (148,332) - (58,421) (2,928,482) 952,982 (145,237) 43,654 (2,077,083) 38,948 1,000,000 Balance at 31 December 2011 225,939 1,000,000 (2,136,546) (185,949) (1,096,556) RESERVE FOR BANCOPOSTA RFC In order to identify ring-fenced capital for the purposes of applying the Bank of Italy’s prudential requirements and protecting creditors, on 26 February 2011 art. 2, paragraphs 17-octies et seq. of Law 10, which converted Law Decree 225 of 29 December 2010 into law, provided that Poste Italiane SpA’s shareholder should form ring-fenced capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. As a result of the ensuing resolution, which was approved by the General Meeting held on 14 April 2011 and filed with the Companies’ Register on 2 May 2011, the Parent Company has formed ring-fenced capital (“BancoPosta ring-fenced capital” or “BancoPosta RFC”), and established the assets and contractual rights to be included in the ring-fence and By-laws governing its organisation, management and control. BancoPosta RFC was provided with an initial reserve of 1 billion euros through the attribution of Poste Italiane SpA's retained earnings. The Parent Company has also drawn up a new model for accounting unbundling, extending the application of unbundling to all the financial statement components generated by revenue and cost components attributable to BancoPosta’s operations. This will result in preparation of a Separate Report, to be attached to the financial statements from the reporting period under review. On 11 July 2011 the Court of Rome certified the absence of Consolidated financial statements 220 any opposition from creditors or of any legal challenge to the above shareholder resolutions, thereby rendering them effective from 2 May 2011. FAIR VALUE RESERVE The fair value reserve regards changes in the fair value of Available-for-sale financial assets. During 2011 fair value losses totalling 2,780,366 thousand euros included: • 2,601,260 thousand euros regarding the net fair value loss on available-for-sale financial assets attributable to the Group’s Financial Services, consisting of 2,610,542 thousand euros in losses on securities and 9,282 thousand euros in gains on equity instruments (note 9.10); • 105,216 thousand euros regarding the net fair value loss on available-for-sale financial assets attributable to the Group’s Insurance Services described in note 9.13; • 73,890 thousand euros regarding the net fair value loss on available-for-sale financial assets attributable to the Group’s Postal and Business Services described in note 9.18. CASH FLOW HEDGE RESERVE The Cash flow hedge reserve, which primarily relates to the Parent Company, reflects changes in the fair value of the effective portion of cash flow hedges outstanding. In 2011 net fair value losses of 148,116 thousand euros reflected: • a net loss of 148,110 thousand euros on the value of BancoPosta’s derivative financial instruments described in note 9.11; • a loss of 6 thousand euros on the value of derivative financial instruments described in note 9.19. 20 - TECHNICAL PROVISIONS FOR INSURANCE BUSINESS These provisions refer to the contractual obligations of the subsidiaries, Poste Vita SpA and Poste Assicura SpA, in respect of their policyholders, inclusive of deferred liabilities resulting from application of the shadow accounting method. They break down as follows: 20.1 - Technical provisions for insurance business Item Balance at 31 December 2011 Balance at 31 December 2010 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 37,830,568 341,987 9,483,264 (3,425,482) 89,111 (3,514,593) 30,095 31,989,508 332,531 10,003,902 (600,732) 87,077 (687,809) 13,659 Total 44,260,432 41,738,868 Details of changes are shown in the table regarding Changes in technical provisions for insurance business and other claims expenses (note 31.1). The Reserve for deferred liabilities due to policyholders includes portions of unrealised gains and losses attributable to policyholders under the shadow accounting method (note 2.3). Above all, the negative value of the provisions reflects the attribution to policyholders, in accordance with the relevant accounting standards, of unrealised losses on available-for-sale Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 221 financial assets at 31 December 2011 (note 9.13) and, to a residual extent, on financial instruments at fair value through profit or loss. Finally, at 31 March 2012, following a reduction in the yields on Italian government securities and in the related spread with respect to German Bunds, the unrealised losses attributed to policyholders have been significantly reduced and the matching Provisions for deferred liabilities due to policyholders has a negative value of approximately 665 million euros, marking a net change of approximately 2.85 billion euros compared with 31 December 2011. 21 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 21.1 - Changes in Provisions for liabilities and charges in 2010 Balance at 31 Item Dec 2009 Provisions for non-recurring charges 234,383 Provisions for disputes with third parties 179,103 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) 1,336,993 Provisions 55,772 91,395 76,610 166,702 58,706 24,979 Finance costs 557 518 12 21 Released to income statement (25,140) (15,375) (868) (28) (28,508) Uses3) (13,820) (20,656) (245,252) (115,000) (403) (3,103) (17,114) Balance at 31 Dec 2010 251,195 235,024 472,722 166,702 58,706 19,579 11,337 111,733 474,164 1,108 (69,919) (415,348) 1,326,998 1) 425,924 911,069 1,336,993 Net provisions of 49,061 thousand euros for staff costs and 26,681 thousand euros for service costs (legal assistance). Consolidated financial statements 451,572 875,426 1,326,998 222 21.2 - Changes in Provisions for liabilities and charges in 2011 Balance at 31 Item Dec 2010 Provisions for non-recurring charges 251,195 Provisions for disputes with third parties 235,024 Provisions for disputes with staff(1) 472,722 Provisions for staff costs 166,702 Provisions to the solidarity fund 58,706 Provisions for invalidated postal savings certificates 19,579 Provisions for taxation/social security contributions(2) 11,337 Other provisions 111,733 Total Overall analysis of provisions: - non-current portion - current portion (1) (2) 1,326,998 Provisions 24,733 150,377 141,623 361,320 - Finance costs 932 - Released to income statement (21,271) (21,449) (19,886) (106,218) (58,706) - (1,316) 1,179 5,930 11 34 685,162 (339) 1) Uses (12,277) (21,566) (123,568) (60,484) - Change in basis of consol. 155 371 - Balance at 31 Dec 2011 242,380 343,473 471,262 361,320 - (5,409) (505) - 12,349 (241) (14,093) (1) (1,663) 4,053 12,285 105,994 (247,273) (220,064) 4,579 1,549,063 451,572 875,426 1,326,998 540,010 1,009,053 1,549,063 Net provisions of 109,796 thousand euros for staff costs and 11,941 thousand euros for service costs (legal assistance). Including 300 thousand euros in taxation for the period. Provisions for non-recurring charges regard operational risks connected with the Group’s financial and insurance services. With regard to operational risks linked to BancoPosta’s operations, the liability regards, among other things, liabilities arising from the reconstruction of operating ledger entries at the time of Poste Italiane SpA’s establishment, liabilities deriving from the provision of delegated services for social security agencies, fraud, compensation and adjustments to income for previous years. Provisions for the year amount to 24,733 thousand euros and primarily regard the latter form of liability. Uses of 12,277 thousand euros refer to liabilities identified or settled during the year. The release of 21,271 thousand euros to the income statement reflects the non-occurrence of liabilities identified in the past. 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 150,377 thousand euros reflect the estimated value of new liabilities measured on the basis of expected outcomes. A reduction of 21,449 thousand euros relates to the non-occurrence of liabilities identified in the past, whilst a reduction of 21,566 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 Parent Company’s use of fixed-term employment contracts. Net provisions of 121,737 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 current and future compensation payable to an employee in the event of "court-imposed conversion" of a fixed-term contract. Uses, amounting to 123,568 thousand euros, include amounts used to cover the cost of settling disputes, including 17,961 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 deemed to be short term. Provisions for staff costs of 361,320 thousand euros cover the best estimate of staff-related liabilities accruing during the period, the exact amount of which will be known during 2012. Given that the economic and regulatory context does not permit an accurate assessment of the related final amounts, provisions made for certain liabilities in 2011 have been classified as Provisions for staff costs, unlike in previous years when the liabilities were accounted for in Payables. The provisions decreased as a result of the non-occurrence of liabilities identified in the past (106,218 thousand euros) and the value of disputes settled (60,484 thousand euros). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 223 Provisions to the solidarity fund established in 2010 under an agreement between Poste Italiane SpA and the labour unions were released in full to the income statement in September 2011 as the deadline for qualifying for extraordinary income support provided for by the Fondo di Solidarietà (the Solidarity Fund) established by INPS as a result of Ministerial Decree 178 of 1 July 2005 has expired. With regard to BancoPosta’s operations, provisions for expired and statute barred postal savings certificates have been made to cover the cost of redeeming certificates relating to specific issues, the value of which was recognised in revenue in the income statement 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 expired and statute barred. At 31 December 2011 the provisions represent the present value of total liabilities, based on a face value of 21,965 thousand euros, which are expected to be progressively paid off by 2043. Certificates with a total face value of 505 thousand euros were redeemed during the period, whilst the probable timing of redemptions and the discount rate applied to the liabilities were updated on the basis of historical trends over the last five years. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. 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 the Parent Company, and claims for payment of accrued interest expense due to certain suppliers. Provisions for the year of 5,930 thousand euros primarily refer to the last two types of liability. The provisions decreased during 2011, primarily due to the reclassification of liabilities for seizures to Provisions for disputes with staff. 22 - STAFF TERMINATION BENEFITS AND PENSION PLANS 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 these Group companies, 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. Pension plans refer entirely to BdM-MCC. The following changes in staff termination benefits took place in 2011 and 2010: 22.1 - Changes in provisions for staff termination benefits and pension plans 2011 Staff termination benefits Balance at 1 January Change in basis Pension plans 1,323,481 3,192 2010 Total Staff termination benefits Pension plans Total - 1,323,481 1,445,954 - 1,445,954 3,875 7,067 - - - Current service cost 661 - 661 502 - 502 Interest component 63,863 71 63,934 61,280 - 61,280 Effect of actuarial gains/(losses) Uses for the year Reduction due to fixed-term contracts settlement of 2010 Balance at 31 December Consolidated financial statements (63,116) (44) (63,160) (70,003) - (70,003) (133,509) (203) (133,712) (111,746) - (111,746) (2,002) - (2,002) (2,506) - (2,506) 1,192,570 3,699 1,196,269 1,323,481 - 1,323,481 224 The current service cost is recognised in Staff costs (note 34.1), whilst the interest component is recognised in Finance costs (note 37.2). During 2011 net uses of provisions for staff termination benefits amounted to 133,712 thousand euros, represented by benefits paid, totalling 130,998 thousand euros, and substitute tax of 6,114 thousand euros, net of additions of 3,400 thousand euros regarding the transfer of provisions for disputes with staff formerly on fixed-term contracts who have been reemployed by the Parent Company. The main actuarial assumptions applied in calculating staff termination benefits are as follows: Discount rate Average staff turnover29 (summary data) 2011 2010 4.60% 0.93% 4.55% 1.08% A number of actuarial assumptions were revisited during preparation of the financial statements for the year ended 31 December 2011 to take account of the macroeconomic situation and the effect of new legislation regarding the conditions that need to be met to qualify for retirement. A new discount rate was also adopted and not linked to movements in the spreads applicable to Italian government securities, which during 2011 could have improperly reduced the present value of the liability. 23 - FINANCIAL LIABILITIES This item breaks down as follows: 23.1 - Financial liabilities 31 December 2011 Non-current liabilities Current liabilities Payables deriving from postal current accounts Financial liabilities at fair value 59,204 Borrowings 1,282,360 Bonds 585,347 Loans from Cassa Depositi e Prestiti 226,417 Bank borrowings 456,475 Other borrowings 14,121 Derivative financial instruments 603,327 Cash flow hedges 210,650 Fair Value hedges 392,489 Fair value through profit or loss 188 Financial liabilities due to subsidiaries Other financial liabilities 712 Total Item 1,945,603 Total Current liabilities Total 37,144,907 3,559,216 780,272 306,305 2,447,504 25,135 39,448 16,756 7,085 15,607 550 2,461,943 37,144,907 59,204 4,841,576 1,365,619 532,722 2,903,979 39,256 642,775 227,406 399,574 15,795 550 2,462,655 721,564 1,385,707 750,785 371,123 250,000 13,799 83,080 45,726 37,354 912 36,984,667 1,297,134 19,364 141,544 1,089,323 46,903 7,422 1,496 5,926 545 2,000,303 36,984,667 721,564 2,682,841 770,149 512,667 1,339,323 60,702 90,502 47,222 43,280 545 2,001,215 43,206,064 45,151,667 2,191,263 40,290,071 42,481,334 29. Frequency of early termination of employment due to resignations and dismissals. Poste Italiane | Annual Report 2011 31 December 2010 Non-current liabilities Notes to the consolidated financial statements 225 PAYABLES DERIVING FROM POSTAL CURRENT ACCOUNTS These represent BancoPosta’s direct deposits. They include net amounts accrued at 31 December 2011 and settled with customers in January 2012. FINANCIAL LIABILITIES DESIGNATED 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 663,031 thousand euros, and have increased due to the change in fair value, amounting to 671 thousand euros (note 32.1). BORROWINGS Other than the guarantees described in the following notes, 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. Bonds Bonds regard: • 769,841 thousand euros in 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 2011 is 747,630 thousand euros (780,953 thousand euros at 31 December 2010). These bonds are subject to standard negative pledge clauses30. • 595,778 thousand euros relating to six bond issues by BdM-MCC SpA, listed on the MOT. These are floating rate or rendered so via fair value hedges (note 9.12), have a face value of 643,347 thousand euros and remaining principal of at the end of the period of 537,601 thousand euros. As a result of the above hedges, at 31 December 2011 the carrying amount of the bonds takes account of a value adjustment of 48,936 thousand euros (32,126 thousand euros at the date of acquisition of the bank). The fair value of these bonds at 31 December 2011 is 491,907 thousand euros. 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 below. 23.2 - Details of loans Loans to be repaid in full by Poste Italiane Loans with principal to be repaid by parent Loans with principal and interest to be repaid by parent Interest 2011 Total loans Law 15/74 6,757 - - 507 7,264 Law 34/74 137 - - 10 147 Law 227/75 (serv. acc.)(1) - 17,706 - 1,480 19,186 Law 39/82 (subsequent changes postal service)(1) - 283,028 - 10,472 293,500 Law 887/84(1) - - 203,378 7,525 210,903 Law 41/86(1) - 1,661 - 61 1,722 6,894 302,395 203,378 20,055 532,722 Legislation Total (1) Loans to be repaid by the Ministry of the Economy and Finance (principal: 505,773 thousand euros). 30. 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 226 The outstanding amount payable of 532,722 thousand euros includes the instalment maturing at 31 December 2011, totalling 161,600 thousand euros inclusive of interest, and paid in early 2012. The fair value of the loans, inclusive of accrued interest, is 533,136 thousand euros (524,854 thousand euros at 31 December 2010). 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 9.16). Bank borrowings These items, which primarily regard the Parent Company, break down as follows: 23.3 - Bank borrowings 31 December 2011 Item Non-current liabilities Current liabilities 31 December 2010 Total Non-current liabilities Current liabilities Total Repurchase agreements Floating rate loan from DEPFA Bank maturing 30 Sept 2013 EIB fixed rate loan maturing 11 Apr 2018 EIB floating rate loan maturing 2017 Short-term borrowings Current account overdrafts Accrued interest expense - 2,362,858 2,362,858 - 775,694 775,694 250,000 200,000 6,475 - 15,036 50,000 15,588 4,022 250,000 200,000 21,511 50,000 15,588 4,022 250,000 - 300,000 12,155 1,474 250,000 300,000 12,155 1,474 Total 456,475 2,447,504 2,903,979 250,000 1,089,323 1,339,323 The value of the above financial liabilities approximates to fair value. Outstanding liabilities for repurchase agreements at 31 December 2011 total 2,362,858 thousand euros and regard 21 contracts with a notional amount of 2,598 million euros, entered into with major financial institutions to optimise investments with respect to short-term movements in the current account deposits of BancoPosta’s private customers (1,933,161 thousand euros) and to optimise returns and meet temporary liquidity requirements (429,697 thousand euros). The EIB loan of 21,511 thousand euros regards BdM-MCC SpA and includes 12,887 thousand euros in payments falling due or already due and in the process of being paid. In the event of default, the loan from BdM-Mcc SpA is assigned to the EIB for collection from the ultimate debtor. Bank borrowings are subject to standard negative pledge clauses. Drawdowns on the Group’s total committed and uncommitted lines of credit, totalling 1,263,246 thousand euros, amount to 65,588 thousand euros. The lines of credit are unsecured. Other borrowings This item regards: • 20,302 thousand euros in fixed rate loans issued to the Parent Company by CPG Società di Cartolarizzazione arl. The two loans, originally totalling 309,874 thousand euros, denominated “Logistics 2002” and “Layout 2002”, were sold without recourse by Cassa Depositi e Prestiti to C.P.G. Società di Cartolarizzazione arl in 2003. These ten-year loans were used to finance certain projects. The outstanding debt of 20,302 thousand euros at 31 December 2011, inclusive of the related interest, was repaid early in 2012; Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 227 • 1,414 thousand euros relating to a loan granted to BdM-MCC SpA by Cassa Depositi e Prestiti SpA; also in this case, in the event of default, the loan from BdM-Mcc SpA is assigned to Cassa Depositi e Prestiti SpA for collection from the ultimate debtor; • 17,540 thousand euros regarding 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, as shown below. 23.4 - Reconciliation of total future payments and present value 31 December 2011 Installments from 1 Jan 2012 to maturity Interest Present value Properties used in operations Other assets Industrial patents, intellectual property rights, concessions, licences, trademarks and similar 12,502 55 2,025 5 10,477 50 7,506 493 7,013 Total 20,063 2,523 17,540 Item 23.5 - Term to maturity of borrowings Item within 12 months 31 December 2011 1 - 5 years after 5 years Total Properties used in operations Other assets Industrial patents, intellectual property rights, concessions, licences, trademarks and similar 867 10 3,888 40 5,722 - 10,477 50 3,542 3,471 - 7,013 Total 4,419 7,399 5,722 17,540 DERIVATIVE FINANCIAL INSTRUMENTS The changes in this item during 2011 is described in note 9. 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. OTHER FINANCIAL LIABILITIES Other financial liabilities primarily regard BancoPosta’s operations. Consolidated financial statements 228 23.6 - Other financial liabilities 31 December 2011 31 December 2010 Non-current liabilities Current liabilities Total Non-current liabilities Current liabilities Total prepaid cards domestic and international money transfers cashed cheques endorsed cheques amounts to be credited to customers tax collection and road tax other amounts payable to third parties guarantee deposits payables for items in process other 712 724,539 791,642 300,574 211,694 114,296 102,388 59,354 80,504 53,598 23,354 724,539 791,642 300,574 211,694 114,296 102,388 59,354 80,504 53,598 24,066 912 644,217 530,463 178,982 179,688 161,031 138,098 38,194 39,720 61,990 27,920 644,217 530,463 178,982 179,688 161,031 138,098 38,194 39,720 61,990 28,832 Total 712 2,461,943 2,462,655 912 2,000,303 2,001,215 Item Amounts due on prepaid cards represent amounts due to Postepay (717,878 thousand euros) and Pensione card (6,661 thousand euros) customers who have topped up their prepaid cards. Compared with 31 December 2010, the increase in the balance reflects a rise in the number of cards in circulation (8.2 million, compared with 6.8 million). Amounts due on domestic and international money transfers represent the exposure to third parties for: • domestic postal orders totalling 378,269 thousand euros (259,462 thousand euros at 31 December 2010); • domestic and International transfers totalling 410,955 thousand euros (270,214 thousand euros at 31 December 2010); • Moneygram transfers totalling 2,418 thousand euros (787 thousand euros at 31 December 2010). Cashed cheques represent the exposure to customers for cheques paid into Post Office Savings Books but not yet credited. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Amounts to be credited to customers primarily regard: • amounts to be paid to the beneficiaries of debits pre-authorised by customers, totalling 46,207 thousand euros; • amounts in the process of payment in relation to maturing insurance policies issued by the subsidiary, Poste Vita SpA, totalling 20,272 thousand euros; • amounts in the process of payment to overseas holders of Postal Savings Certificates and Post Office Savings Books, totalling 10,846 thousand euros; • amounts to be paid for BancoPosta promotions, totalling 9,558 thousand euros; • payments of pre-printed bills in the process of being credited to beneficiaries’ accounts, totalling 9,072 thousand euros. Tax collection and road tax payables regard amounts due to collection agents, the tax authorities and regional authorities for payments made by customers. Other amounts payable to third parties primarily regard endorsed cheques to be issued and amounts payable to banks for the use of prepaid cards issued by the Parent Company. Amounts payable for guarantee deposits include 70,984 thousand euros paid to BdM-MCC by counterparties with which it has entered into interest rate swaps (collateral provided by specific Credit Support Annexes) for fair value hedging purposes and 9,520 thousand euros received by the Parent Company from counterparties with which it has entered into reverse repo transactions for fixed income securities (collateral provided by specific Global Master Repurchase Agreements). Payables deriving from items in process include amounts available to customers in relation to payments made on behalf of public entities and other forms linked to BancoPosta’s operations. Other financial liabilities include 7,057 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 229 ANALYSIS OF NET DEBT/(FUNDS) The Group’s net debt/(funds) at 31 December 2011 and 31 December 2010 is as follows. 23.7 - Net debt/(funds) Item Note Balance at 31 December 2011 of which related party transactions Balance at 31 December 2010 of which related party transactions 45,151,667 37,144,907 59,204 1,365,619 532,722 2,903,979 39,256 642,775 2,463,205 880 532,722 10,026 42,481,334 36,984,667 721,564 770,149 512,667 1,339,323 60,702 90,502 2,001,760 1,002 512,667 8,008 Financial liabilities Postal current account deposits Financial assets designated at fair value Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Derivative financial instruments Other financial liabilities [23.1] Technical provisions for insurance business [20.1] 44,260,432 - 41,738,868 - Financial assets Loans and receivables Held-to-maturity financial assets Available-for-sale financial assets Financial instruments designated at fair value through profit or loss Derivative financial instruments [9.1] (83,732,550) (9,342,897) (14,363,892) (50,152,016) (8,376,765) - (81,824,869) (8,071,257) (14,768,213) (47,570,728) (7,630,909) (100,825) (9,641,455) (232,290) - (11,197,846) (216,825) - (17,917) - (8,333) - Technical provisions for claims attributable to reinsurers [12.1] Net financial liabilities/(assets) 5,661,632 2,387,000 Cash and deposits attributable to BancoPosta [13.1] (2,559,994) - (2,351,245) - Cash and cash equivalents [14.1] (1,903,455) (829,399) (1,093,145) (840,624) Net debt/(funds) (1,198,183) (1,057,390) Cash and cash equivalents includes the sum of 323,987 thousand euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account as an advance on Universal Service subsidies and a total of 17,765 thousand euros that cannot be drawn on due to court rulings regarding various disputes (note 14.1). The change from net funds to net debt in 2011 reflects the impact of the downgrade of Italy’s credit rating on the price of the Group’s holdings of available-for-sale financial assets. Consolidated financial statements 230 24 - TRADE PAYABLES This item breaks down as follows: 24.1 - Trade payables Item Balance at 31 December 2011 Balance at 31 December 2010 Amounts due to suppliers Prepayments and advances from customers Other trade payables Amounts due to joint ventures Amounts due to subsidiaries Amounts due to associates 1,431,136 547,225 15,805 11,183 6,551 4,418 1,417,357 187,450 52 10,213 4,034 3,457 Total 2,016,318 1,622,563 AMOUNTS DUE TO SUPPLIERS 24.2 - Amounts due to suppliers Item Balance at 31 December 2011 Balance at 31 December 2010 Italian suppliers Overseas suppliers Overseas correspondents(1) 1,276,498 11,385 143,253 1,285,581 10,066 121,710 Total 1,431,136 1,417,357 (1) The amount due to overseas correspondents regard fees payable to overseas postal operators and companies in return for postal and telegraphic services received. PREPAYMENTS AND ADVANCES FROM CUSTOMERS This item refers to amounts received from customers as prepayment for the following services to be rendered: 24.3 - Prepayments and advances from customers Item Balance at 31 December 2011 Balance at 31 December 2010 Advances from parent (note 11.4) Prepayments from overseas correspondents Mechanized franking Unfranked mail Postage-paid mailing services Other services 323,987 92,697 86,412 26,294 9,038 8,797 76,650 63,701 23,782 10,025 13,292 Total 547,225 187,450 Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 231 AMOUNTS DUE TO JOINT VENTURES Amounts payable to joint ventures, totalling 11,183 thousand euros (10,213 thousand euros at 31 December 2010) primarily include the portion of a payable due to Italia Logistrica Srl not accounted for using the proportionate method of consolidation. AMOUNTS DUE TO SUBSIDIARIES This item represents amounts due to unconsolidated subsidiaries, as shown in the following table: 24.4 - Amounts due to subsidiaries Item Balance at 31 December 2011 Balance at 31 December 2010 Address Software Srl Docutel SpA Poste Tributi ScpA Kipoint SpA 1,541 2,321 1,897 792 742 1,591 1,545 156 Total 6,551 4,034 AMOUNTS DUE TO ASSOCIATES Amounts payable to associates, totalling 4,418 thousand euros (3,457 thousand euros at 31 December 2010) primarily include amounts due to Docugest SpA. 25 - OTHER LIABILITIES This item breaks down as follows: 25.1 - Other liabilities 31 December 2011 Item Amounts due to staff Amounts due to social security agencies Non-current liabilities - Current liabilities 622,310 31 December 2010 Total 622,310 Non-current liabilities - Current liabilities 852,920 Total 852,920 51,628 385,929 437,557 54,217 423,342 477,559 Other tax liabilities - 373,613 373,613 - 317,617 317,617 Amounts due to the parent - 12,140 12,140 - 12,140 12,140 Other amounts due to joint venture - 20 20 - - - Other amounts due to associates 6 - 6 6 - 6 Other amounts due to subsidiaries Sundry payables Accrued expenses and deferred income from trading transactions Total Consolidated financial statements - 4 4 - - - 77,446 95,799 173,245 76,447 57,225 133,672 6,494 44,329 50,823 9,574 40,245 49,819 135,574 1,534,144 1,669,718 140,244 1,703,489 1,843,733 232 AMOUNTS DUE TO STAFF These items primarily regard accrued amounts that have yet to be paid at 31 December 2011. The following table shows a breakdown: 25.2 - Amounts due to staff Item Balance at 31 December 2011 Balance at 31 December 2010 fourteenth month salaries incentives accrued vacation pay other amounts due to staff 235,393 177,441 81,691 127,785 236,969 388,144 75,733 152,074 Total 622,310 852,920 As reported in note 21.2, compared with the previous year, certain liabilities accounted for in Amounts due to staff are reflected in Provisions for staff costs, in view of the fact that they have been measured at the date of preparation of the financial statements on the basis of best estimates, given that uncertainty regarding the economic and regulatory context that could have an influence on the amount to be paid on settlement. AMOUNTS DUE TO SOCIAL SECURITY AGENCIES 25.3 - Amounts due to social security agencies 31 December 2011 Non-current liabilities Current liabilities Former IPOST INPS INAIL Pension funds Amounts due to the Solidarity Fund Other agencies 87 51,541 - Total 51,628 Item 31 December 2010 Total Non-current liabilities Current liabilities Total 246,811 49,521 2,742 68,184 2,748 15,923 246,811 49,608 54,283 68,184 2,748 15,923 81 54,136 - 286,283 44,183 2,602 70,797 3,573 15,904 286,283 44,264 56,738 70,797 3,573 15,904 385,929 437,557 54,217 423,342 477,559 Amounts due to the former 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 2011 and accrued amounts due, as reported in the item Amounts payable 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 2011. Amounts due to INAIL include 54,136 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 INPS regard amounts designed to cover redundancy payments and income support for employees who, having qualified for participation, decide to take voluntary early retirement. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 233 OTHER TAX LIABILITIES This item breaks down as follows: 25.4 - Other tax liabilities Item Balance at 31 December 2011 Balance at 31 December 2010 Tax due on insurance provisions Withholding tax on employees’ and consultants’ salaries VAT payable Withholding tax on postal current accounts Substitute tax Stamp duty Other taxes due 162,191 104,584 25,952 24,320 19,934 14,160 22,472 147,220 90,357 27,107 23,365 3,645 4,756 21,167 Total 373,613 317,617 Tax due on insurance provisions regards Poste Vita SpA and is described in note 12.1. Amounts due on salaries paid to employees and consultants regards withholding tax paid to the tax authorities by Group companies in January and February 2012. Withholding tax due on postal current accounts refers to amounts withheld by BancoPosta on interest accrued during the year on customers’ current accounts. Substitute tax represents the balance payable by Group companies on the revaluation of staff termination benefits in 2011. 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 2012 pursuant to note 3-bis of art. 13 of the Tariffs provided for by Presidential Decree 642/1972. 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: 25.5 - Sundry payables 31 December 2011 Non-current liabilities Current liabilities Sundry payables attributable to BancoPosta Guarantee deposits Other 65,581 10,315 1,550 Total 77,446 Item 31 December 2010 Total Non-current liabilities Current liabilities Total 17,833 2,221 75,745 83,414 12,536 77,295 66,467 9,697 283 17,281 662 39,282 83,748 10,359 39,565 95,799 173,245 76,447 57,225 133,672 Sundry payables attributable to BancoPosta’s operations primarily regard items from previous years in the process of settlement. 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.). Consolidated financial statements 234 Other payables include 28,008 thousand euros regarding the collection of receivables formerly transferred from BdM-MCC SpA to Unicredit SpA. ACCRUED EXPENSES AND DEFERRED INCOME FROM TRADING TRANSACTIONS The nature and composition of accrued expenses and deferred income is as follows: 25.6 - Accrued expenses and deferred income 31 December 2011 Non-current liabilities Current liabilities Accrued expenses Deferred income 6,494 Total 6,494 Item 31 December 2010 Total Non-current liabilities Current liabilities Total 4,872 39,457 4,872 45,951 9,574 4,613 35,632 4,613 45,206 44,329 50,823 9,574 40,245 49,819 Deferred income primarily regards: • 16,488 thousand euros in prepaid telephone calls sold as of 31 December 2011 by Poste Mobile SpA and not yet used by customers; • 13,628 thousand euros in fees on Postemat cards collected in advance by the Parent Company; • 5,986 thousand euros (of which 5,671 thousand euros 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; • 5,046 thousand euros relating to income accruing to the Parent Company in future years as a result of the Grand Premio BancoPosta loyalty programme, which grants award credits to customers to reward loyalty. 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. 26 - REVENUES FROM SALES AND SERVICES Revenues from sales and services of 10,108,572 thousand euros break down as follows: 26.1 - Revenues from sales and services Item Postal Services Financial Services Other sales of goods and services Total Poste Italiane | Annual Report 2011 2011 2010 4,791,826 4,878,020 438,726 5,049,529 4,664,789 419,191 10,108,572 10,133,509 Notes to the consolidated financial statements 235 POSTAL SERVICES Revenues from Postal Services break down as follows: 26.2 - Postal Services Item 2011 2010 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 Services provided to ISTAT for General Census Telegarms and online services Innovative services E-procurement services Logistics services Other postal services 1,587,865 1,183,571 416,656 310,722 279,595 161,930 117,438 91,690 55,240 49,513 12,194 29,777 115,229 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 Total market revenues 4,411,420 4,560,508 357,101 23,305 364,463 124,558 4,791,826 5,049,529 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. Mechanized franking by third parties or at post offices, which refers entirely 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 246,507 thousand euros, the integrated notification service for legal process carried out on behalf of UNEP (Notifications, Enforcements and Complaints Offices), totalling 30,625 thousand euros, and revenues deriving from the agreement with the tax authorities regarding bulk and registered services, amounting to 2,463 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 30,737 thousand euros and 10,926 thousand euros, respectively. Revenues from innovative services, referring to Postel SpA, include 18,265 thousand euros from the door-to-door service, 14,325 thousand euros from direct mailing, 28,547 thousand euros from commercial printing and 5,419 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. Consolidated financial statements 236 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 357,101 thousand euros were calculated on the basis of the Contratto di Programma (Planning Agreement) for the three-year period 2009-2011, which is awaiting clearance from the European Commission. Publisher and electoral tariff subsidies include solely regard amounts paid by the State to cover reductions and preferential prices granted to election candidates under Law 515/93. This amount has currently not been budgeted for by the MEF. With regard to publisher tariff subsidies, following the issue of the Ministry for Economic Development Decree of 30 March 2010, which has limited the application of publisher tariff subsidies until 31 March 2010, and of the joint Ministry for Economic Development Decree-MEF Decree of 21 October 2010, which governs the tariffs to be applied to publishers by Poste Italiane from 1 September 2010, no subsidies were received in 2011. FINANCIAL SERVICES Revenues from Financial Services, which regard the Parent Company’s BancoPosta RFC and BdM-MCC SpA, break down as follows: 26.3 - Financial Services Item 2011 2010 Fees for collection of postal savings deposits Income from 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 Fees from securities placement and trading Money transfers Fees for the management of public funds and other income from investments Securities custody Other products and services 1,628,775 1,504,050 594,794 480,701 179,244 157,681 95,796 89,048 70,735 21,867 21,437 33,892 1,375,716 1,557,000 622,110 492,939 194,778 174,975 88,195 26,246 77,107 22,434 33,289 Total 4,878,020 4,664,789 Income from the investment of postal current account deposits breaks down as follows: Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 237 26.4 - Income from the investment of postal current account deposits Item Income from investment in securities Interest income on HTM financial assets 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 Remuneration of current account deposits (deposited with the MEF) Net remuneration of own liquidity recognised in finance income and costs Total 2011 2010 1,316,621 605,147 659,802 51,672 1,188,665 582,413 571,808 677 33,767 332,900 332,900 196,140 196,140 (20,746) (9,089) 1,628,775 1,375,716 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 9.11. 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 (note 14) is shown separately in Finance income and costs (note 37.1), unlike income from the investment of third-party deposits by BancoPosta. Fees for the collection of postal savings deposits Fees for the collection of postal savings deposits regard payment for managing the issue and redemption of Postal Savings Certificates and payments into and withdrawals from Post Office Savings Books. This service is provided by Poste Italiane SpA on behalf of Cassa Depositi e Prestiti under the Agreement of 3 August 2011, covering the three-year period 2011-2013, as amended on 12 December 2011 and 15 March 2012. Other revenues from current account services primarily regard current account charges (185,000 thousand euros), fees on amounts collected and on statements of account sent to large customers (121,359 thousand euros), annual fees on debit cards (55,367 thousand euros) and on debit card transactions (58,929 thousand euros). Income from delegated services primarily regards amounts received by the Parent Company for the payment of pensions disbursed by INPS (93,388 thousand euros) and INPDAP (11,964 thousand euros), and for treasury services carried out by the Company in 2011 on the basis of the Agreement between Poste Italiane SpA and the MEF (57,319 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 (157,681 thousand euros). Fees from securities placement and trading (89,048 thousand euros) regard income from the execution of purchase and sell orders on the secondary market on behalf of customers. Consolidated financial statements 238 Revenues from money transfers primarily regard commissions collected on domestic money orders (45,260 thousand euros), Moneygram transfers (15,015 thousand euros) and Eurogiros (4,872 thousand euros). Revenues generated by the management of public funds are entirely attributable to BdM-MCC SpA and also include income and interest on loans. 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 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: • 209,103 thousand euros (161,950 thousand euros in 2010) generated by PosteMobile SpA, primarily from the provision of mobile telecommunications services; • 59,918 thousand euros earned by the Parent Company (81,304 thousand euros in 2010), including fees received for collecting applications for residence permits and other permits (32,646 thousand euros), income from call centre services (1,074 thousand euros) and income from ancillary franking and packaging services (3,838 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 45,652 thousand euros (53,655 thousand euros in 2010); • 73,286 thousand euros (42,663 thousand euros in 2010) in revenues generated by Mistral Air Srl, primarily from the supply of air transport services. 27 - EARNED PREMIUMS 27.1 - Earned premiums Item Life premiums(*) Branch I Branch III Branch V Non-life premiums(*) Other income from Insurance Services Total (*) Earned premiums are reported net of outward reinsurance premiums. Poste Italiane | Annual Report 2011 2011 2010 9,503,328 8,120,475 1,308,102 74,751 9,488,866 6,339,735 2,959,288 189,843 22,804 223 10,207 5,731 9,526,355 9,504,804 Notes to the consolidated financial statements 239 28 - OTHER INCOME FROM FINANCIAL AND INSURANCE ACTIVITIES 28.1 - Other income from financial and insurance activities Item 2011 2010 398,383 275,378 73,916 49,089 572,398 281,650 238,047 52,701 Income from available-for-sale financial assets Interest Realised gains 1,467,380 1,293,373 174,007 1,396,313 1,025,965 370,348 Income from held-to-maturity financial assets Realised gains 170 170 32 32 Income from cash flow hedges Fair value gains 30 30 - Income from fair value hedges Fair value gains 37 37 79 79 Foreign exchange gains Unrealised gains Realised gains 2,269 370 1,899 3,081 981 2,100 Other income 8,639 10,597 1,876,908 1,982,500 2011 2010 80,499 34,003 22,046 10,860 1,909 2,340 29,990 55,212 102,057 24,817 9,744 2,661 2,313 19,326 181,647 216,130 Income from financial instruments at fair value through profit or loss Interest Fair value gains Realised gains Total 29 - OTHER OPERATING INCOME This item primarily regards the following: 29.1 - Other operating income Item Increases to estimates for previous years Gains on disposals Recovery of contract expenses and other recoveries Lease rentals Recovery of cost of seconded staff Grants related to income Other income Total Consolidated financial statements 240 GAINS ON DISPOSALS 29.2 - Gains on disposals Item 2011 2010 Gains on disposal of property and land used in operations Gains on disposal of investment property Gains on disposal of other operating assets 22,506 6,166 5,331 92,647 7,677 1,733 Total 34,003 102,057 For the purposes of reconciliation with the statement of cash flows, in 2011 this item amounts to 32,826 thousand euros, after losses of 1,177 thousand euros (note 36.1). In 2010, net gains, after losses of 100,976 thousand euros, amounted to 1,081 thousand euros. LEASE RENTALS 29.3 - Lease rentals Item Rental income from investment property Rental income on commercial property Recovery of expenses, transaction costs and other income (1) Total (1) 2011 2010 3,010 4,726 3,124 2,876 4,267 2,601 10,860 9,744 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. 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. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 241 30 - COST OF GOODS AND SERVICES This item breaks down as follows: 30.1 - Cost of goods and services Item 2011 2010 Services Lease expense Raw, ancillary and consumable materials and goods for resale Interest expense paid to customers Other interest expense 1,932,541 371,528 225,123 94,383 4,428 1,912,787 349,704 245,182 90,043 - Total 2,628,003 2,597,716 2011 2010 473,960 262,733 163,164 160,716 135,692 100,309 95,917 94,095 77,759 73,398 72,248 56,622 49,934 38,229 27,557 25,441 19,015 1,816 1,740 1,573 623 489,234 236,194 150,154 158,154 129,952 86,924 92,604 87,872 82,861 75,711 87,367 66,147 47,844 46,977 26,803 19,798 22,200 2,103 1,691 1,527 670 1,932,541 1,912,787 SERVICES This item breaks down as follows: 30.2 - Services Item Transport of mail, parcels and forms Routine maintenance and technical assistance Outsourcing fees and other external service charges Personnel services Energy and water Mobile telecommunications services for customers Transport of cash Printing and enveloping services Mail, telegraph and telex Cleaning, waste disposal and security Telecommunications and data transmission Consultants’ fees and legal expenses Credit and debit card fees and charges Advertising and promotions Agents’ commissions and other Airport costs Insurance premiums Asset management fees Remuneration of Statutory Auditors Securities custody and management fees Other Total Consolidated financial statements 242 Details of the remuneration paid to Statutory Auditors are provided below: 30.3 - Remuneration of Statutory Auditors Item 2011 2010 Remuneration Expenses 1,454 286 1,459 232 Total 1,740 1,691 LEASE EXPENSE Lease expense breaks down as follows: 30.4 - Lease expense Item 2011 2010 Property rentals and ancillary costs Vehicle leases Equipment hire and software licenses Other lease expense 191,387 85,155 56,008 38,978 184,041 76,932 54,878 33,853 Total 371,528 349,704 The cost of leasing properties almost entirely regards the buildings from which the Group operates (post offices, Delivery Logistics Centres and Sorting Centres). Under the relevant lease agreements, rents are increased annually on the basis of the price index published by the Italian Office for National 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 form of contract, 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: 30.5 - 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 Total Poste Italiane | Annual Report 2011 Note [10.1] [10.1] [10.1] 2011 2010 109,719 80,519 15,169 20,342 1,866 139,112 64,899 21,285 17,595 1,754 (1,952) (1,336) 539 257 2,809 (2,248) (243) 219 225,123 245,182 Notes to the consolidated financial statements 243 INTEREST EXPENSE PAID TO CUSTOMERS This item regards interest paid on customer deposits held by BancoPosta, amounting to 94,383 thousand euros for 2011. The rate paid to retail customers on ordinary postal current accounts was 0.15% until 31 August 2011. From 1 September 2011 no interest is paid on ordinary postal current accounts. Interest on online postal current accounts is, in contrast, paid at rates between 1% and 2%. Particular terms and conditions are applied to certain accounts to reward customer loyalty. OTHER INTEREST EXPENSE The item refers to the cost of funding of BdM-MCC SpA, adjusted for the impact of the hedges described in note 9.12. 31 - NET CHANGE IN TECHNICAL PROVISIONS FOR INSURANCE BUSINESS AND OTHER CLAIMS EXPENSES 31.1 - Net change in technical provisions for insurance business and other claims expenses Item 2011 2010 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 Claims expenses and change in other provisions - Non-life 4,529,740 9,457 5,832,760 30,880 (520,638) 4,414 3,243,430 208,885 5,174,821 15,557 1,544,542 3,242 Total 9,886,613 10,190,477 The net 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 during the period, totalling 4,529,740 thousand euros; • the change in mathematical provisions, totalling 5,832,760 thousand euros, reflecting increased obligations to policyholders; • the negative change in technical provisions where investment risk is transferred to policyholders (so-called class D), totalling 520,638 thousand euros. Consolidated financial statements 244 32 - OTHER EXPENSES FROM FINANCIAL AND INSURANCE ACTIVITIES 32.1 - Other expenses from financial and insurance activities Item 2011 2010 12,538 634 766,654 714,928 51,726 306,351 282,080 24,271 51,739 51,739 30,929 30,929 Expenses from cash flow hedges Fair value losses 480 480 - Change in fair value of financial liabilities 671 35,954 Expenses from fair value hedges Fair value losses 589 589 103 103 Foreign exchange losses Unrealised losses Realised losses 449 5 444 526 58 468 61,383 13,835 894,503 388,332 Interest on repurchase agreements 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 Other expenses Total This item regards: • commissions of 42,176 thousand euros on the early extinguishment of forward purchases of coupon stripped BTPs and the partial extinguishment of forward purchases of warrants relating to the “Titanium” policy (note 9.15); • charges of 6,615 thousand euros regarding payments made 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. These charges are offset by a matching reduction in the change in Technical provisions. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 245 33 - 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: 33.1 - Staff costs Item Note 2011 2010 [22.1] 4,302,849 1,201,343 661 4,384,730 1,222,525 502 262,258 7,242 3,760 287,183 109,796 (58,706) (165,161) 264,040 6,894 4,017 156,725 49,061 58,706 (76,375) Total costs Income from fixed-term contracts settlements 5,951,225 (54,715) 6,070,825 (66,320) Total 5,896,510 6,004,505 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 Other staff costs/(cost recoveries) [21.2] [21.2] Details of the remuneration paid to Directors are provided below: 33.2 - Remuneration and expenses paid to Directors Item Remuneration Expenses Total 2011 2010 3,639 3,841 121 176 3,760 4,017 Cost items relating to staff termination benefits are described in note 22. Net provisions for disputes with staff and Provisions to the solidarity fund are described in note 21.2. Cost recoveries primarily regard revised estimates for previous years. Income from the fixed-term contracts settlement refers to additional staff who, in early 2011, accepted the terms of 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. These amounts, totalling approximately 70 million euros, represent gross salaries and accrued termination benefits. Compared with the above face value of the amounts to be returned, the amount of 54,715 thousand euros has been recognised in the income statement for the year based on 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 30 June 2011). Consolidated financial statements 246 The following table shows the Group’s average and year-end headcounts by category: 33.3 - Workforce data Average workforce Level Year-end headcount 2011 2010 31 Dec 2011 31 Dec 2010 Senior managers Middle managers Frontline staff Back-office staff 734 14,853 126,470 4,367 718 14,752 128,505 5,474 712 14,829 123,889 4,048 717 14,538 125,953 4,357 Total permanent workforce(*) 146,424 149,449 143,478 145,565 (*) Figures expressed in full-time equivalent terms. Taking account of staff on flexible contracts, the average number of full-time equivalent staff in 2011 is 148,453 (151,844 in 2010). 34 - DEPRECIATION, AMORTISATION AND IMPAIRMENTS This item breaks down as follows: 34.1 - Depreciation, amortisation and impairments Item 2011 2010 366,401 100,082 135,331 13,664 30,332 86,992 374,690 99,108 147,912 14,548 26,356 86,766 Impairments/recoveries/adjustments of Property, plant and equipment 3,428 3,084 Depreciation of Investment property 8,012 7,679 Impairments/recoveries/adjustments of Investment property (801) (1,103) 166,873 162,670 160,757 6,116 157,553 5,117 Impairments/recoveries/adjustments of Intangible assets - 212 Impairment of Goodwill/Goodwill arising from consolidation - 13,390 - (13,390) 543,913 547,232 Property, plant and machinery Properties used in operations Plant and machinery Industrial and commercial equipment Leasehold improvements Other assets Amortisation of Intangible assets Industrial patents and intellectual property rights, concessions, licenses, trademarks and similar rights Other Use of Provisions for other liabilities and charges Total Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 247 35 - CAPITALISED COSTS AND EXPENSES This item breaks down as follows: 35.1 - Capitalised costs and expenses Item Property, plant and equipment Intangible assets Note 2011 2010 [5] [7] 4,697 42,985 4,738 33,709 47,682 38,447 Total 36 - OTHER OPERATING COSTS Other operating costs break down as follows: 36.1 - Other operating costs Item Note 2011 2010 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 [11.3] [11.5] [12.3] 4,526 (11,570) 9,857 6,213 26 62,922 52,589 (4,375) 14,614 94 [9.6] [9.7] 25,185 6,778 8,125 10,282 22,741 6,748 9,347 6,646 118,818 128,928 3,462 (5,409) (8,163) 103,123 76,020 30,632 (3,529) 1,177 1,081 Occurrence of operational risks Robberies during the year Reversal of BancoPosta assets, net of recoveries Other operating losses of BancoPosta Net provisions for liabilities and charges made/(used) for disputes with third parties for non-recurring charges for invalidated postal savings certificates for other liabilities and charges [21.2] [21.2] [21.2] [21.2] Losses Municipal property tax, urban waste tax and other taxes and duties 40,854 39,224 Revised estimates and assessments for previous years 20,835 17,575 Other recurring expenses 38,774 30,943 250,169 277,609 (1) Total (1) The item includes 638 thousand euros in net provisions (28 thousand euros used in 2010) for taxation/social security contributions (note 21.2). Consolidated financial statements 248 37 - FINANCE INCOME/COSTS FINANCE INCOME 37.1 - 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(1) Interest from parent Remuneration of Poste Italiane SpA’s liquidity Interest on bank current accounts Interest on term bank accounts Finance income on discounting receivables(2) Overdue interest Impairment of amounts due as overdue interest Income from subsidiaries Other Foreign exchange gains Total 2011 2010 84,476 67,639 (4,075) 20,831 81 79,385 40,636 (1,647) 40,020 376 1,633 4,942 70,998 108 20,746 4,819 - 88,795 9,711 9,089 10,045 238 43,119 7,489 (6,241) 28 930 48,694 12,373 (3,542) 85 2,102 2,708 5,972 159,815 179,094 Income from financial instruments regards assets other than those in which deposits collected by BancoPosta and/or the insurance company, Poste Vita SpA, are invested. (1) (2) For the purposes of reconciliation with the statement of cash flows, for 2011 these items amount to 136,195 thousand euros (132,726 thousand euros in 2010). Finance income on discounted receivables regards: 20,280 thousand euros in accrued interest on the amount due from the MEF (note 9.16), 11,157 thousand euros in interest on amounts due for the publisher tariff subsidies described in note 11.2, and 11,682 thousand euros in interest on amounts due from staff and IPOST under the fixed-term contracts settlements of 2006 and 2008 (note 12.2). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 249 FINANCE COSTS 37.2 - 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 Sundry finance costs on financial assets Realised losses on available-for-sale financial assets Impairment losses on available-for-sale financial assets Fair value losses on financial instruments at fair value through profit or loss Realised losses on financial instruments at fair value through profit or loss Loss on fiduciary deposit Finance costs on provisions for staff termination benefits and pension plans [22.1] Finance costs on provisions for liabilities [21.2] Finance costs on discounting amounts payable to solidarity fund 2011 2010 74,583 39,067 19,903 13,426 1,907 152 123 5 74,406 38,845 26,430 3,953 4,896 191 87 4 2,134 1,113 442 579 - 14,122 58 79 35 13,950 63,934 61,280 (339) 1,108 - 212 Other finance costs 3,640 3,524 Foreign exchange losses(1) 3,721 6,019 147,673 160,671 Total Finance costs on financial instruments regard 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 2011 finance costs, before foreign exchange losses, amount to 143,952 thousand euros (154,652 thousand euros in 2010). 38 - INCOME TAX EXPENSE 38.1 - Income tax expense IRES 2011 IRAP Total IRES 2010 IRAP Total Current tax expense Deferred tax income Deferred tax expense 515,010 (26,211) 8,304 303,772 (4,341) 11,224 818,782 (30,552) 19,528 461,763 20,741 84,918 291,473 (1,140) 11,776 753,236 19,601 96,694 Total 497,103 310,655 807,758 567,422 302,109 869,531 Item Consolidated financial statements 250 The effective tax rate for 2011 is 48.9% and breaks down as follows: 38.2 - Reconciliation of statutory and effective tax rate for IRES 2011 Item Profit before tax 2010 IRES % rate 1,654,139 IRES % rate 1,887,452 Statutory tax charge 454,888 27.5% 519,049 27.5% 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 (7,772) 10,092 34,174 5,212 (10,404) 22,483 (11,570) -0.47% 0.61% 2.07% 0.32% -0.63% 1.36% -0.70% (8,254) 6,966 28,478 5,149 (3,365) 20,219 (820) -0.44% 0.37% 1.51% 0.27% -0.18% 1.07% -0.04% Effective tax charge 497,103 30.05% 567,422 30.06% 38.3 - Reconciliation between statutory and effective tax rate for IRAP 2011 Item Profit before tax Statutory tax charge IRAP 2010 % rate 1,654,139 IRAP % rate 1,887,452 83,216 5.03% 86,044 4.56% Effect of increases/(decreases) on statutory tax charge Non-deductible contingent liabilities Net provisions for liabilities and charges and impairment of receivables Non-deductible taxes Non-deductible staff costs Realignment of tax bases and carrying amounts and taxation for previous years Other 14,616 6,797 870 206,944 (943) (845) 0.88% 0.41% 0.05% 12.51% -0.06% -0.05% 8,000 11,175 841 200,451 (1,111) (3,289) 0.42% 0.59% 0.04% 10.62% -0.06% -0.17% Effective tax charge 310,655 18.78% 302,109 16.01% Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 251 CURRENT TAX ASSETS AND LIABILITIES This item breaks down as follows: 38.4 - Changes in current tax assets/(liabilities) Current taxes for 2011 Item Balance at 1 January IRES IRAP Assets/(Liabilities) Assets/(Liabilities) Current taxes for 2010 Total IRES IRAP Assets/(Liabilities) Assets/(Liabilities) Total 8,311 209 8,520 (26,279) (2,933) (29,212) Payments of prepayments for the current year balance payable for previous year substitute tax 486,927 456,519 30,387 21 290,761 287,764 2,997 - 777,688 744,283 33,384 21 487,979 422,968 38,914 26,097 294,912 285,483 9,429 - 782,891 708,451 48,343 26,097 Provisions to the income statement for current tax expense substitute tax (515,010) (529,106) 52 (303,772) (303,931) - (818,782) (833,037) 52 (461,763) (475,811) - (291,473) (291,795) - (753,236) (767,606) 14,044 159 14,203 14,048 322 14,370 (17,150) 4 (17,146) (18,846) 12 (18,834) Other 22,906(**) 751 23,657 27,220 (309) 26,911 Balance at 31 December (14,016) (12,047) (26,063) 8,311 209 8,520 realignment(*) Provisions to Equity of which: Current tax assets Current tax liabilities (*) (**) 62,625 (76,641) 6,349 (18,396) 68,974 (95,037) 47,216 (38,905) 5,192 (4,983) 52,408 (43,888) the re-alignment is due to the impact of franking, in 2009, of the differences between the carrying amounts of assets and liabilities and their tax bases arising after adoption of IAS/IFRS, which became deductible in five equal instalments from 2009 and in the four subsequent years following payment of the relevant substitute tax. The positive effect on current tax liabilities is offset by the net negative impact of the release of deferred tax assets and liabilities, as described in notes 38.7 and 38.8. primarily due to tax credits driving 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 2011 includes 38,042 thousand euros due to the payment of increased tax expense 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. Consolidated financial statements 252 DEFERRED TAX ASSETS AND LIABILITIES The following table shows deferred tax assets and liabilities: 38.5 - Deferred taxes Item 2011 2010 Deferred tax assets Deferred tax liabilities 1,730,199 (248,994) 760,014 (293,795) Total 1,481,205 466,219 The nominal tax rates are 27.5% for IRES and 4.2% 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 5%. Changes in deferred tax assets and liabilities are shown below: 38.6 - 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 Change in the basis of consolidation Balance at 31 December 2011 2010 466,219 11,024 996,461 7,501 227,516 (116,295) 354,931 67 1,481,205 466,219 The following table shows a breakdown of changes in deferred tax assets and liabilities according to principal event that generated the change: 38.7 - Changes in deferred tax assets PPE and intangible assets Fees to be amortised Financial assets and liabilities Accum. adjustments to assets Provisions for liabilities and charges Trade and other receivables Staff costs Other Total Balance at 1 January 2010 Income/(Expenses) recognised in profit or loss Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity Change in basis of consolidation 66,985 3,871 118,348 125,172 276,959 22,214 9,281 22,014 644,844 (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) - - 134,854 - - - (150) 134,704 - - - - - - - 67 67 Balance at 31 December 2010 58,445 1,619 247,501 121,794 283,391 16,705 7,238 23,321 760,014 1,612 4,915 (2,219) (36,262) 65,952 868 (1,885) - (5,952) (27) (378) - - 931,895 - - - 785 - 16 4,102 1,183 690 58,957 6,534 1,171,241 89,607 350,148 12,725 Item Income/(Expenses) recognised in profit or loss Income/(Expenses) recognised in profit or loss on realignment Income/(Expenses) recognised in Equity Change in basis of consolidation Balance at 31 December 2011 Poste Italiane | Annual Report 2011 - 1,198 10,566 46,630 (5,538) (2,298) - (16,078) - (92) 931,803 327 727 7,830 6,465 34,522 1,730,199 Notes to the consolidated financial statements 253 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 temporary differences arising between the tax bases of financial assets and liabilities their carrying amounts, as a result of application of IAS 39 (1,171,241 thousand euros). The increase during the period is primarily due to the changes in the fair value reserve described in note 19.1. Deferred tax assets also reflect the expected benefit of the future deductibility of certain provisions for liabilities (350,148 thousand euros), of adjustments to assets (89,607 thousand euros), of the impairment of trade and other receivables (12,725 thousand euros), of fee income receivable by Poste Vita SpA and deferred, in application of IAS 18, over the term of individual policies (6,534 thousand euros) and of accrued amounts payable to staff (6,465 thousand euros). Finally, deferred tax assets on Property, plant and equipment (58,957 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. 38.8 - Changes in deferred tax liabilities Deferred gains Discounted staff termination benefits Other Total 373,914 78,472 21,913 16,201 690 12 3,400 (139) 417,328 96,816 - (122) (220,235) - 8 - (122) (220,227) 4,411 15,270 232,029 38,114 710 3,261 293,795 (2,296) (6,418) 36,279 (8,452) (18) 555 19,650 3 - (122) (64,704) 9 - 46 317 - (122) (64,658) 329 2,118 8,852 203,491 29,662 1,055 3,816 248,994 Intangible assets Financial assets and liabilities Balance at 1 January 2010 5,043 Expenses/(Income) recognised in the profit or loss (632) Expenses/(Income) recognised in profit or loss on realignment Expenses/(Income) recognised in Equity - 12,368 2,902 Balance at 31 December 2010 Item Expenses/(Income) recognised in the profit or loss Expenses/(Income) recognised in profit or loss on realignment Expenses/(Income) recognised in Equity Change in basis of consolidation Balance at 31 December 2011 PPE 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 their carrying amounts, as a result of application of IAS 39 (203,491 thousand euros). Deferred tax liabilities also derive from the deferral of gains (29,662 thousand euros) and taxable temporary differences between the tax bases and carrying amounts of Intangible assets (8,852 thousand euros) and Property, plant and equipment (2,118 thousand euros). At 31 December 2011 and 2010 deferred tax assets and liabilities recognised directly in Equity are as follows: 38.9 - Deferred tax assets and liabilities recognised in Equity Item Increases/(Decreases) in Equity 2011 2010 Fair value reserve for available-for-sale financial assets Cash flow hedge reserve for hedging derivatives Actuarial gains/(losses) on staff termination benefits 925,817 70,782 (138) 393,296 (38,207) (158) Total 996,461 354,931 Finally, Current tax expense of 17,146 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 benefit for the year accounted for in Equity is 979,315 thousand euros. Consolidated financial statements 254 39 - 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 39.1 to 39.4. 39.1 - Impact of related party transactions on the financial position at 31 December 2011 Balance at 31 December 2011 Name Subsidiaries Address Software Srl Docutel SpA Kipoint SpA Poste Tributi ScpA Joint ventures Italia Logistica Srl Uptime SpA Associates Consorzio ANAC in liquidation Docugest SpA Telma - Sapienza Scarl Other SDA Group associates Financial assets Trade receivables Other assets Other receivables 185 - 157 987 419 5,089 19 31 118 - - 5 1,428 1,541 2,321 792 1,897 4 - 1,023 - 4,240 66 - - 2 - 9,821 1,362 20 - - 6,156 2,776 - - - 4,203 215 6 1,837,611 1,748,033 89,563 15 149,606 265 1 106 73 166 86 112,964 10,230 34,789 4,420 1,256 31 2 464 28 3 16 2 - 21,482 10,367 11,115 - 829,399 829,399 - 7,057 7,057 534,135 1,000 - 452,845 323,987 128,858 6 24 244 1,074 18,420 1,024 10,031 47,045 26 449 3 5 - 12,140 12,140 53,047 13,550 - (104,528) (16,017) - - - - 2,067,481 5,633 829,399 543,627 553,348 78,767 Related parties external to the Group Ministry of the Economy and Finance 8,371,855 Direct relations 8,371,855 Agencies and other local offices Former government procurement department Cassa Depositi e Prestiti Group 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 2 Finmeccanica Group 319 Fintecna Group 2,526 Gestore Servizi Elettrici Group Invitalia Group Istituto Poligrafico Zecca dello Stato Group RAI Group 855 Sogei Group Sogin Group Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) STMicroelectronics Holding NV Provisions for doubtful receivables from external related parties Total Poste Italiane | Annual Report 2011 8,376,765 Cash and cash equivalents Financial liabilities Trade payables Other liabilities Notes to the consolidated financial statements 255 At 31 December 2011 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 54,735 thousand euros (54,414 thousand euros at 31 December 2010). 39.2 - Impact of related party transactions on the financial position at 31 December 2010 Balance at 31 December 2010 Name Financial assets Trade receivables Other assets Other receivables Cash and cash equivalents Financial liabilities Trade payables Other liabilities Subsidiaries 287 56 13 - 5 742 - Docutel SpA Address Software Srl - 495 20 - 1 1,591 - Kipoint SpA - 289 1 - - 156 - Poste Tributi ScpA - 2,421 - - 1,523 1,545 - 1,012 3,355 - - 3 8,801 - - 67 - - - 1,412 - - Joint ventures Italia Logistica Srl Uptime SpA Associates Consorzio ANAC - 3 - - 16 - Docugest SpA - 180 - - - 3,116 - 331 - - - - - - - 2,901 - - - 341 6 7,629,279 1,303,196 24,383 840,624 7,462 121,397 12,140 7,629,279 1,249,509 13,378 840,624 7,462 - 12,140 Agencies and other local offices - 53,687 11,005 - - - - Former government procurement department - - - - - 121,397 - Telma - Sapienza Scarl Other SDA Group associates Related parties external to the Group Ministry of the Economy and Finance Direct relations Cassa Depositi e Prestiti Group 100,825 842,556 - - 512,667 - - Cinecittà Luce SpA - 1 - - - - - CONI Servizi - 112 - - - 6 - Consap SpA - - - - - 41 - Consip SpA - 152 - - - - - Enav SpA - 11 - - - - - EUR SpA - - - - - 1,368 - Fondoposte pension fund - 613 - - - - 64,652 Anas Group - 42 - - - - - Enel Group - 39,138 - - - 1,259 - Eni Group - 11,708 - - - 24,117 - Equitalia Group - 29,552 - - - 785 - Ferrovie dello Stato Group - 2,486 - - - 13,201 - Finmeccanica Group - 796 - - - 59,300 - Fintecna Group - 26 - - - 39 - Gestore Servizi Elettrici Group - 12 - - - - - Invitalia Group - 313 - - - - - Istituto Poligrafico Zecca dello Stato Group - 116 - - - 621 - RAI Group - 1 - - - 18 - Sogei Group - 42 - - - - - Sogin Group - - - - - 14 - Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) - 1 - - - - - Provisions for doubtful receivables from external related parties - (95,077) (15,907) - - - - 7,731,734 2,145,564 8,510 840,624 521,677 239,870 76,798 Total Consolidated financial statements 256 39.3 - Impact of related party transactions on the results of operations for 2011 2011 Revenue Costs Capital expenditure Name Revenues from sales and services Other operating income Finance income PPE Intangible assets Goods and services Current expenditure Other Staff operating Finance costs costs costs Subsidiaries Address Software Srl 11 - 5 - - 1,520 14 - - Docutel SpA 8 - - - - 4,192 7 - - Kipoint SpA 85 - - - - 885 - - - 2,873 - - - - 144 - 1,458 5 - - - - - - - - - 2,226 369 23 - - 15,102 - 14 - 15 - - - - 3,185 - - - Poste Tributi ScpA Postel do Brasil Ltda Joint ventures Italia Logistica Srl Uptime SpA Associates Docugest SpA Telma - Sapienza Scarl 1,879 - - - - 6,919 - - - - - - - - - - - 331 Related parties external to the Group Ministry of the Economy and Finance 895,831 1,898 39,630 - - - - 9,563 152 Direct relations 782,294 14 39,630 - - - - 9,858 152 Agencies and other local offices 113,537 1,884 - - - - - (295) - - - - - - - - - - 1,504,349 - 148 - - - - 17 19,903 - Former government procurement department Cassa Depositi e Prestiti Group Cinecittà Luce SpA 8 - - - - - - - CONI Servizi 583 287 - - - 70 - - - Consap SpA 109 - - - - - - - - Consip SpA 186 - - - - - - - - Enav SpA 199 64 - - - - - - - EUR SpA - - - - - 1,009 - 1,015 - Fondoposte pension fund 50 418 - - - - 29,563 - Anas Group 756 15 - - - - - - - Enel Group 144,371 759 - 3 - 1,380 - 190 59 Eni Group 31,070 45 - - - 52,591 - - - Equitalia Group 60,607 35 - - - 775 - - - 2,166 8 - - - 4,052 42 - 220 Finmeccanica Group 137 1 - 8,797 7,608 47,059 - - - Fintecna Group 278 - - - - 389 - - - Gestore Servizi Elettrici Group 373 - - - - - - - - Invitalia Group 564 - - - - - - - - 1,236 16 - - - 8,009 - 2 - 3 - - - - - - - - Ferrovie dello Stato Group Istituto Poligrafico Zecca dello Stato Group Italia Lavoro Group RAI Group 10,061 2 - - - - - - SACE Group 164 - - - - - 305 - - Sogei Group 41 - - - - - - - - 2 - - - - 5 - - - 50 - - - - - - - - Sogin Group Sicot Srl Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) STMicroelectronics Holding NV Total 4 - - - - 3 - - - 23 - - - - - - - - 2,660,318 3,917 39,806 8,800 7,608 147,289 29,931 12,259 20,670 In 2011 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 3,329 thousand euros (7,490 thousand euros in 2010). Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 257 39.4 - Impact of related party transactions on the results of operations for 2010 2010 Revenue Costs Capital expenditure Name Revenues from sales and services Other operating income Finance income PPE Intangible assets Goods and services Current expenditure Other Staff operating Finance costs costs costs Subsidiaries Address Software Srl 5 75 3 - - 875 64 - - Docutel SpA 5 1,697 - - - 4,189 - - - 232 14 - - - 136 - - - 1,540 816 - - - 87 - 1,212 4 - - 65 - - - - - 95 2,366 445 17 - - 13,115 - - - 15 14 - - - 5,822 - (37) - - Kipoint SpA Poste Tributi ScpA Postel do Brasil Ltda Joint ventures Italia Logistica Srl Uptime SpA Associates Consorzio ANAC Docugest SpA Telma - Sapienza Scarl 1 - - - - - - - 211 49 - - - 9,532 - - - - - - - - - - - - Related parties external to the Group Ministry of the Economy and Finance 803,411 458 44,216 - - - - 2,941 191 Direct relations 695,403 - 44,216 - - - - 2,918 191 Agencies and other local offices 108,008 458 - - - - - 23 - - - - - - - - - - 1,557,331 - 2,005 - - - - - 26,431 10 - - - - - - - - CONI Servizi 916 - - - - 69 - - - Consap SpA 76 - - - - - - - - Consip SpA 522 - - - - - - - - Enav SpA 214 61 - - - - - - - EUR SpA - - - 22 - 1,512 - 1,104 - Fondoposte pension fund 203 306 - - - - 29,324 - - Anas Group 703 - - - - - - - - Enel Group 156,079 14 - 3 - 1,265 - 26 - Eni Group 32,986 - - - - 43,376 - - - Equitalia Group 95,692 - - - - 742 - - - Former government procurement department Cassa Depositi e Prestiti Group Cinecittà Luce SpA Ferrovie dello Stato Group 2,160 14 - - - 5,292 123 - 243 Finmeccanica Group 215 426 - 19,678 8,343 51,396 - - - Fintecna Group 300 - - - - 347 - - - Gestore Servizi Elettrici Group 220 - - - - - - - - Invitalia Group 700 - - - - - - - - Istituto Poligrafico Zecca dello Stato Group Italia Lavoro Group RAI Group 1,441 - - - - 14,503 - 2 - 13 - - - - - - - - 8,330 - - - - 16 - - - SACE Group 94 - - - - - - - - Sogei Group 82 - - - - 14 - - - Sogin Group 2 - - - - - - - - 59 - - - - - - - - 4 - - - - - - - - 2,666,138 4,389 46,306 19,703 8,343 152,288 29,511 5,248 26,964 Sicot Srl Soc. Svil.po Mercato F.di Pensione SpA (MEFOP) Total Consolidated financial statements 258 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 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 security and pension contributions, is as follows: 39.5 - Remuneration of key management personnel Item 2011 2010 Remuneration paid in short term Post-employment benefits 16,868 4,755 16,359 462 Total 21,623 16,821 No loans were granted to key management personnel during 2011 and at 31 December 2011 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 By-laws, 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 2011 Notes to the consolidated financial statements 259 40 - 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. 40.1 - Postal savings deposits Item 31 December 2011 31 December 2010 Post office savings books Interest-bearing Postal Certificates Cassa Depositi e Prestiti Ministry of the Economy and Finance 92,614,043 208,187,134 129,013,927 79,173,207 97,656,369 198,488,569 113,503,394 84,985,175 Total 300,801,177 296,144,938 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, are shown below: 40.2 - Disclosure on assets under management Item 31 December 2011 31 December 2010 Collective investment funds Proprietary funds Funds managed by third parties 2,983,965 216,766 2,767,199 3,066,195 3,066,195 Total 2,983,965 3,066,195 Average assets under management within the context of BancoPosta Fondi SpA SGR’s proprietary mutual investment funds amount to 3,047 million euros for 2011 (3,113 million euros at 31 December 2010). BancoPosta Fondi SpA SGR also manages individual investment portfolios for Poste Vita SpA and Poste Assicura SpA. COMMITMENTS Purchase commitments given primarily by the Parent Company are summarised below: 40.3 - Commitments Item Purchase commitments Goods and services Property leases Property, plant and equipment Intangible assets Investment property Committed lines of credit Loans agreed and to be disbursed by BdM-MCC Total Consolidated financial statements 31 December 2011 31 December 2010 741,187 580,106 55,954 46,751 52 806,114 544,097 68,667 43,847 39 26,696 - 1,450,746 1,462,764 260 Future commitments with respect to property leases (note 31.4), which may generally be broken off with six months notice, break down as follows according to due date: 40.4 - Property lease commitments Item 31 December 2011 31 December 2010 Lease rentals due: within 12 months between 2 and 5 years after end of reporting period after 5 years 153,833 357,490 68,783 138,399 345,067 60,631 Total 580,106 544,097 31 December 2011 31 December 2010 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 2,080 127,131 2,818 104,991 Total 129,211 107,809 31 December 2011 31 December 2010 Bonds subscribed by customers held by third-party banks Third party's securities held on deposit at BdM-MCC SpA Other assets 20,283,396 54,000 24,413 19,920,461 12,468 Total 20,361,809 19,932,929 GUARANTEES Personal guarantees issued by the Group are as follows: 40.5 - Guarantees Item THIRD-PARTY ASSETS 40.6 - Third-party assets Item (*) (*) In addition to 222 million in the Parent Company's financial instruments other than bonds (approximately 179 million at 31 December 2010). ASSETS IN THE PROCESS OF ALLOCATION At 31 December 2011 the Parent Company has paid a total of 308,844 thousand euros in claims on behalf of the Ministry of Justice (279,589 thousand euros at 31 December 2010), 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 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 Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 261 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. During the year the Tax Office in Rome, as part of a local criminal investigation of third parties, seized accounting and administrative documents from Postel SpA regarding e-procurement transactions carried out primarily in 2010 and, to a lesser extent, in 2011. At the date of preparation of these financial statements, the investigations in progress have not resulted in any charges against the company. As a precautionary measure, however, Postel SpA suspended its e-procurement operations in 2011. The company and its external legal advisors are, in any event, considering what action to take to safeguard the company’s interests. TAX DISPUTES In 2008 the tax authorities notified Banca del Mezzogiorno - Mediocredito Centrale SpA (BdM-MCC), acquired with effect from 1 August 2011, of the decision to contest its tax treatment of the purchase of its investment in Immobiliare Piemonte Srl in 2003, alleging that it had evaded tax by concealing the purchase of properties and omitting to self-invoice their purchase, amounting to a taxable amount of 115 million euros. As a result, the authorities imposed an administrative fine of approximately 23 million euros. In 2009 the bank presented two submissions with the aim of obtaining annulment of the fine. The tax authorities rejected the bank’s arguments and notified it of a fine for VAT, against which the bank appealed before the Provincial Tax Tribunal. BdM-MCC is still awaiting communication of the date of the hearing and believes it is reasonable to expect a favourable outcome, supported by the opinions of its legal counsel. BdM-MCC is, in any event, protected from any potential liabilities that may arise by a specific indemnity granted by the previous owner in the contract for the sale of the bank to Poste Italiane SpA. At the end of a general tax audit relating to the 2008 tax year, on 22 December 2011 BdM-MCC received an official tax audit report contesting the deductibility of costs incurred, totalling 19.6 million euros (regarding transactions concluded in 2008 in order to settle disputes with the Parmalat group), and claiming that the bank had reduced its taxable income by 16.2 million euros (attributable to the sale of non-performing loans to a company in the Unicredit group, to which the bank belonged at the time). As the bank believes it unlikely that any potential liabilities will arise and given that responsibility for the above events lies with the bank’s previous owner, BdM-MCC has not made any provision for liabilities and charges. On 17 November 2011 EGI SpA received three notices of assessment for the years 2006, 2007 and 2008, resulting in the identification of the same irregularity in each of the three years in the official tax audit report for 2008 (dated 16 March 2011). This concerned the application, for the purposes of IRES, of art. 11, paragraph 2 of Law 413/1991 to properties of historical and artistic interest owned by EGI and leased by it to third parties. This resulted in a demand for payment of IRES of 2.4 million euros, in addition to a fine of the same amount and interest of 0.3 million euros, making a total of 5.1 million euros. The company has appealed the above notices of assessment, deeming the findings to be groundless in fact and in law. On 9 February 2012 the company appeared at court to file copies of the appeal filed with the Provincial Tax Tribunal of Rome, where the dispute is currently pending. No potential liabilities are currently expected as a result of this dispute. In 2009 the Regional Tax Office for Large Taxpayers (Direzione Regionale del Lazio - Settore, Controlli, Contenzioso e Riscossione Ufficio Grandi Contribuenti) notified Poste Vita SpA of an alleged violation of the VAT regulations in the 2004 tax year, resulting in fines of approximately 2.3 million euros for the failure to pay VAT on invoices for servicing fees collected. The findings are based on two separate official tax audit reports relating to a commercial partner of the company in a number of insurance transactions in 2004. In 2010 the company appealed before the Provincial Tax Tribunal of Rome, requesting annulment of the fine. In December 2010 and September 2011 the tax authorities sent the company notices of two further small fines for the same violation in the 2005 and 2006 tax years. Given that the company deems the authorities’ findings to be groundless, it has also appealed these fines. The appeals are to date pending before the Provincial Tax Tribunal of Rome. The likely outcomes of these disputes have been taken into account in determining Provisions for liabilities and charges. In addition, on 22 June 2011 the Regional Tax Office for Large Taxpayers began an audit of certain aspects of the company’s taxation for the 2009 tax year. The audit forms part of the normal two-yearly controls of so-called "large taxpayers" required by art. 42 of Law 388 of 23 December 2000. The outcome of the audit was set out in an official tax audit report sent to the company on 26 September 2011, and primarily demanding payment of IRES and IRAP deriving from the non-deductible nature of the cost of a number of “expired” claims on approximately 400 policies, totaling 3.8 million euros, that were not paid and still held in the provisions for claims expenses at 31 December 2009. According to the inspectors, the company should only have recognised the deductible cost on payment of the claims. The company The company deemed it financially advisable to accept the report, in view of the potential cost of a dispute with what would have been an uncertain outcome. To this end, on 24 October 2011 the company notified the Regional Tax Office for Large Taxpayers that it accepted the findings pursuant to art. 5-bis of Legislative Decree 218 of 1997, in relation to VAT, IRES and IRAP. On 26 January 2012 the Regional Tax Office for Large Taxpayers issued the relevant notices of assessment. Payment of the outstanding taxes, the reduced fines and the related interest, amounting to 1.5 million euros, took place on 3 February 2012, thereby settling all outstanding amounts for IRES, IRAP and VAT in relation to this period. Consolidated financial statements 262 PROCEEDINGS PENDING AND RELATIONS WITH THE AUTHORITIES European Commission Acting on 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 investigation of the Parent Company launched on 15 October 2009, 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), came to an end on 15 December 2011, with the application of a fine of 39 million euros to be paid by Poste Italiane SpA. The Company immediately appealed before Lazio Regional Administrative Court which, on 11 January 2012, rejected the application for interim relief and fixed a date for the hearing on the merits. On 4 April 2012, Lazio Regional Administrative Court upheld the appeal brought by Poste Italiane SpA, subject to certain limitations, and cancelled the Authority’s fine. Whilst fully convinced that its conduct is in compliance with the law and correct, the Company, whilst waiting for the judgement to become final, has prudently taken account of the above situation in determining provisions for disputes with third parties at 31 December 2011. On 14 December 2011 the Authority fined Poste Italiane SpA 540 thousand euros for unfair trading. This relates to the failure to provide Registered Mail and Standard Parcel services at certain post offices due to the lack of the necessary forms, and the offer of more expensive services in their place. The company has appealed before Lazio Regional Administrative Court. In this case the Company has also taken account of the above situation in determining provisions for disputes with third parties at 31 December 2011. Finally, on 14 March 2012 the Antitrust Authority launched an investigation of Poste Italiane to establish if the Company has abused its dominant position in the deregulated postal services market. The procedure aims to determine whether or not Poste Italiane provides individual customers with services for which it does not charge VAT, thereby benefitting from an unjustified competitive advantage in being able to offer services exempt from value added tax. The procedure is due to be completed by 4 February 2013. ISVAP With regard to the audit report issued to Poste Vita on 26 February 2010 by the insurance regulator (Istituto per la Vigilanza sulle Assicurazioni Private e di Interesse Collettivo, or ISVAP), and the ensuing statement of charges served on the Company in on 27 July 2011, on 24 October 2011 the company was notified of ruling 4085/11 dated 18 October 2011, by which the regulator has closed the proceedings. 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 the sale of its “Postaprevidenza Valore – Piano individuale pensionistico – Fondo Pensione” pension product, the handling of complaints and internal claims management procedures, focusing particularly on transfers to other funds. In April 2011 the regulator notified the company of the findings of the inspection completed on 18 February 2011. On 4 July 2011 the company filed a submission with the regulator, describing the initiatives taken and/or that it plans to take in response to the findings. The company has yet to receive any response to its submission from COVIP. Bank of Italy Solely for the purposes of full disclosure, on 17 February 2012 the Bank of Italy began an inspection of BancoPosta RFC pursuant to art. 54 of Legislative Decree 385/93. DISCLOSURE OF FEES PAID TO THE INDEPENDENT AUDITORS In 2011 Poste Italiane SpA voluntarily 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 2011 and 2010. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements 263 40.7 - Disclosure of fees paid to the Independent Auditors Entity providing the service Fees(*) Item 2011 2010 Audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 1,859 - 1,600 - Voluntary audits or audit-related services PricewaterhouseCoopers SpA PricewaterhouseCoopers network 55 - 153 240 Services other than audit PricewaterhouseCoopers SpA PricewaterhouseCoopers network 797 30 967 2,711 2,990 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. 41 - INFORMATION ON INVESTMENTS 41.1 - List of investments consolidated on a line-by-line basis Name (registered office) Banco Posta Fondi SpA SGR (Rome) Banca del Mezzogiorno - MedioCredito Centrale SpA (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 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 100% 12,000 100% 97.50% 132,509 516 120 100% 100% 100% 100% 100% 100% 103,200 530 Profit/(loss) for year Equity 8,357 699 - 139,273 516 120 6,371 74,757 441,997 2,512 6,450 (2,178) 4,100 32,561 120 16,568 94 61,599 972 9,310 1,607,118 26,763 100% 100% 100% 100% 100% 100% 153 1,156 866,608 25,000 20,400 7,140 131,736 1,350 2,582 100% 56,339 1,284 (7,619) (25,019) (895) 42,839 125,688 36,023 4,548 44,894 The result for the year refers to the period 1 August 2011 (the date of acquisition of the company) to 31 December 2011. 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 264 41.2 - List of investments consolidated using the proportionate method Name (registered office) Italia Logistica Srl (*) (Rome) (*) % interest current Asset non-current 50% 55,185 15,477 Revenues Liabilities current non-current from sales and services 68,759 1,737 89,516 Profit/(Loss) for period Workforce at year end (2,685) 125 Figures provided for the consolidated financial statements and not yet approved by the company’s board of directors. 41.3 - List of investments accounted for using the equity method Name (registered office) % interest Assets Revenues from Liabilities sales and services Profit/(Loss) for the year Address Software Srl (Rome) 51% 1,642 1,376 2,212 78 Docugest SpA (Parma) (a) 49% 15,018 7,401 14,390 1,330 Docutel Communications Services SpA (Siena) 85% 4,355 2,888 5,061 73 100% 2,004 1,282 249 (273) 90% 8,568 5,985 2,943 - 99.99% 834 756 - 12 - 582 650 1 3 32.18% 1,636 126 - - 28.57% 4,910 4,772 6,864 18 Kipoint SpA (Rome) (a) Poste Tributi ScpA (Rome) Postel do Brasil Ltda (Brasilia) (b) Programma Dinamico SpA (Rome) (c) Telma Sapienza Scarl (Rome) (a) Uptime SpA (Rome) (a) (a) (b) (c) Figures taken from the company’s latest approved financial statements for the year ended 31 December 2010. Figures taken from the company’s latest approved financial statements for the year ended 31 December 2007. Figures taken from the company’s latest approved financial statements for the year ended 31 December 2010; Group companies do not hold investments in Programma Dinamico SpA. 42 - EVENT AFTER 31 DECEMBER 2011 With reference to note 19.1 regard the negative balance of the fair value reserve at 31 December 2001, totalling approximately 2,137 million euros, as a result of unrealised losses on the Poste Italiane Group’s holdings of available-for-sale financial assets, following a downgrade of Italy’s credit rating, it should be noted that an improvement in the spreads on Italian government securities in the first quarter of 2012 has reduced the above deficit at 31 March 2012 to 865 million euros. Other events after the end of the reporting period are described in the above notes. No other material events have taken place after 31 December 2011. Poste Italiane | Annual Report 2011 Notes to the consolidated financial statements | Attestation of the separate and consolidated financial statements for the year ended 31 December 2011 265 Attestation of the separate and consolidated financial statements for the year ended 31 December 2011 pursuant to art.154-biss of Legislative Decrree 58/1998 1. The undersigned, Massimo Sarmi, as Chief Executive Officer, and Alessandro Zurzolo, as Manager responsible for Poste Italiane SpAs 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 2011. 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 Organizations 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 organization 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 companys objectives will be achieved, including true and fair financial reporting; 2.2 following the formation during the year of BancoPostas ring-fenced capital, further updating and assessment of administrative and accounting procedures is planned. 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 18 April 2012 Chief Executive Officer Manager responsible for financial reporting Massimo Sarmi Alessandro Zurzolo (This certification has been translated from the original which was issued in accordance with Italian legislation) Consolidated financial statements 266 BOARD OF STATUTORY AUDITORS’ REPORT ON THE POSTE ITALIANE GROUP’S CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 To the General Meeting of Shareholders of Poste Italiane SpA The Poste Italiane Group’s consolidated financial statements for the year ended 31 December 2011, which report profit for the year of 846,381 thousand euros (1,017,921 thousand euros for the year ended 31 December 2010), 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 27 April 2012. 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 27 April 2012 THE BOARD OF STATUTORY AUDITORS Silvana Amadori Ernesto Calaprice Francesco Ruscigno - Chairwoman - Auditor - Auditor Poste Italiane | Annual Report 2011 Board of Statutory Auditors’ Report | Indipendent Auditors’ Report 267 INDEPENDENT AUDITORS’ REPORT Consolidated financial statements 268 Poste Italiane | Annual Report 2011 Indipendent Auditors’ Report 269 Consolidated financial statements 270 274 271 POSTE ITALIANE SPA SEPARATE FINANCIAL STATEMENTS for the year ended 31 December 2011 statements and notes ANNUAL REPORT 2011 272 CONTENTS STATEMENT OF FINANCIAL POSITION 274 STATEMENT OF FINANCIAL POSITION (continued) 275 INCOME STATEMENT 276 STATEMENT OF COMPREHENSIVE INCOME 277 STATEMENT OF CHANGES IN EQUITY 278 STATEMENT OF CASH FLOWS 279 NOTES TO THE SEPARATE FINANCIAL STATEMENTS 280 1. Introduction 280 2. Basis of accounting 281 3. Risk management 297 4. Property, plant and equipment 315 5. Investment property 317 6. Intangible assets 318 7. Investments 319 8. Financial assets attributable to BancoPosta 322 9. Financial assets 328 10. Trade receivables 332 11. Other receivables and assets 337 12. Cash and deposits attributable to BancoPosta 339 13. Cash and cash equivalents 340 14. Non-current assets held for sale 341 15. Share capital 341 16. Shareholder transactions 341 17. Reserves 342 18. Provisions for liabilities and charges 343 19. Staff termination benefits 345 20. Financial liabilities attributable to BancoPosta 346 273 21. Financial liabilities 348 22. Trade payables 352 23. Other liabilities 354 24. Revenues from sales and services 358 25. Other income from financial activities 361 26. Other operating income 362 27. Cost of goods and services 363 28. Other expenses from financial activities 365 29. Staff costs 365 30. Depreciation, amortisation and impairments 367 31. Other operating costs 368 32. Finance income/costs 369 33. Income tax expense 371 34. Related party transactions 375 35. Other information 380 36. Event after 31 December 2011 384 37. BancoPosta’s separate Report 384 ATTESTATION OF THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 PURSUANT TO ART. 154-BIS OF LEGISLATIVE DECREE 58/1998 482 BOARD OF STATUTORY AUDITORS’ REPORT 483 INDIPENDENT AUDITORS’ REPORT 485 ANNUAL REPORT 2011 274 STATEMENT OF FINANCIAL POSITION ASSETS (€) Non-current assets Property, plant and equipment Investment property Intangible assets Investments Financial assets attributable to BancoPosta Financial assets Trade receivables Deferred tax assets Other receivables and assets Note [4] [5] [6] [7] [8] [9] [10] [33] [11] [10] [33] [11] [8] [9] [12] [13] 1,488,002,996 748,089,320 1,465,574 3,596,776,282 38,477,065 574,158,696 10,291,916,110 619,993,481 2,559,994,557 1,208,802,583 2,326,179,207 23,309,971 7,854,036,390 512,331,179 829,399,265 18,890,118,774 Total Non-current assets held for sale 2,621,453,754 80,196,885 370,975,799 1,488,002,996 26,377,257,057 1,188,597,779 181,554,500 1,578,467,952 222,363,309 34,108,870,031 Total Current assets Trade receivables Current tax assets Other receivables and assets Financial assets attributable to BancoPosta Financial assets Cash and deposits attributable to BancoPosta Cash and cash equivalents 31 december of which related 31 december of which related 2011 party transactions 2010 party transactions [14] TOTAL ASSETS 6,567,591 2,805,563,230 92,023,096 358,346,118 1,017,399,927 26,649,993,015 1,475,844,530 216,582,794 660,248,178 231,339,281 - 2,965,692,335 77,017,157 344,913,756 1,017,399,927 1,074,632,600 - 25,409,884,602 980,063,391 951,679,312 254,314,890 550,163,995 1,465,574 239,850,974 33,507,340,169 31,868,149,621 3,506,235,104 38,456,667 539,167,151 10,198,710,094 611,312,013 2,351,245,239 907,979,930 2,352,524,077 7,088,980 7,002,688,553 601,029,712 840,623,654 18,153,106,198 - 53,005,556,396 1 January of which related 2010 party transactions 2,963,967 3,829,941,293 37,701,684 548,173,838 11,004,679,473 523,902,073 2,660,695,939 1,598,563,915 1,074,632,600 847,533,069 1,465,574 2,448,579,313 5,171,185 7,295,611,330 520,369,872 1,515,828,586 20,203,658,215 - 51,663,410,334 1,285,006 - 52,073,092,842 LIABILITIES AND EQUITY (€) Equity Share capital Reserves(*) Retained earnings Note [15] [17] Total Non-current liabilities Provisions for liabilities and charges Staff termination benefits Financial liabilities attributable to BancoPosta Financial liabilities Deferred tax liabilities Other liabilities 1,306,110,000 (1,010,555,287) 1,706,257,923 - 2,001,812,636 [18] [19] [20] [21] [33] [23] 504,939,664 1,162,602,399 594,492,369 685,654,296 68,883,269 133,743,095 [18] [22] [33] [23] [20] [21] 988,030,700 1,867,747,291 72,326,659 1,219,483,138 41,657,362,166 2,048,478,714 1,306,110,000 (44,430,537) 2,351,545,997 - 3,613,225,460 46,178,821 226,417,433 - 3,150,315,092 Total Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Financial liabilities attributable to BancoPosta Financial liabilities 31 december of which related 31 december of which related 2011 party transactions 2010 party transactions 8,556,155 890,073,597 85,707,406 182,456,966 772,085,605 395,302,348 1,297,780,519 83,079,605 1,372,820,531 139,270,751 136,492,332 1 January of which related 2010 party transactions 1,306,110,000 659,587,199 2,111,223,261 4,076,920,460 43,749,957 371,122,638 - 377,159,659 1,419,160,550 112,328,209 1,553,078,569 345,634,313 140,910,453 3,424,746,086 3,948,271,753 866,482,317 1,526,728,171 23,254,937 1,466,320,879 39,620,345,407 1,122,307,077 10,663,580 906,567,336 518,492,197 1,556,231,434 65,694,979 91,335,625 1,543,372,355 267,665,934 39,423,385,098 373,062,797 552,649,427 Total 47,853,428,668 44,625,438,788 44,047,900,629 TOTAL LIABILITIES AND EQUITY 53,005,556,396 51,663,410,334 52,073,092,842 (*) The item includes the "Reserve for BancoPosta RFC", totalling 1 billion euros, established on 14 April 2011 via the attribution of retained earnings. Poste Italiane | Annual Report 2011 - 39,323,120 512,667,533 - 11,638,923 489,422,232 83,347,805 105,598,284 492,268,365 Statement of financial position 275 STATEMENT OF FINANCIAL POSITION (continued) SUPPLEMENTARY STATEMENT SHOWING BANCOPOSTA RFC AT 31 DECEMBER 2011 ASSETS (€) Non-current assets Property, plant and equipment Investment property Intangible assets Investments Financial assets attributable to BancoPosta Financial assets Trade receivables Deferred tax assets Other receivables and assets Note [8] [33] Total Current assets Trade receivables Current tax assets Other receivables and assets Financial assets attributable to BancoPosta Financial assets Cash and deposits attributable to BancoPosta Cash and cash equivalents [10] [11] [8] [12] [13] Total Non-current assets held for sale Intersegment relations net amount TOTAL ASSETS Capital Outside the ring-fence BancoPosta RFC Adjustments Total 2,621,453,754 80,196,885 370,975,799 1,488,002,996 1,188,597,779 181,554,500 397,524,754 222,363,309 26,377,257,057 1,180,943,198 - - 2,621,453,754 80,196,885 370,975,799 1,488,002,996 26,377,257,057 1,188,597,779 181,554,500 1,578,467,952 222,363,309 6,550,669,776 27,558,200,255 - 34,108,870,031 2,830,616,786 38,477,065 220,317,714 619,993,481 369,852,363 766,159,496 353,840,982 10,291,916,110 2,559,994,557 838,950,220 - 3,596,776,282 38,477,065 574,158,696 10,291,916,110 619,993,481 2,559,994,557 1,208,802,583 4,079,257,409 14,810,861,365 - 18,890,118,774 6,567,591 6,567,591 - - 454,983,248 - (454,983,248) - 11,091,478,024 42,369,061,620 (454,983,248) 53,005,556,396 Capital Outside the ring-fence BancoPosta RFC Adjustments Total 1,306,110,000 166,471,427 1,449,401,185 (1,177,026,714) 256,856,738 - 1,306,110,000 (1,010,555,287) 1,706,257,923 2,921,982,612 (920,169,976) - 2,001,812,636 261,332,103 1,147,194,173 685,654,296 24,940,687 68,161,996 243,607,561 15,408,226 594,492,369 43,942,582 65,581,099 - 504,939,664 1,162,602,399 594,492,369 685,654,296 68,883,269 133,743,095 2,187,283,255 963,031,837 - 3,150,315,092 936,061,525 1,807,097,555 63,243,030 1,127,331,333 2,048,478,714 51,969,175 60,649,736 9,083,629 92,151,805 41,657,362,166 - - 988,030,700 1,867,747,291 72,326,659 1,219,483,138 41,657,362,166 2,048,478,714 5,982,212,157 41,871,216,511 - 47,853,428,668 - 454,983,248 (454,983,248) - 11,091,478,024 42,369,061,620 (454,983,248) 53,005,556,396 LIABILITIES AND EQUITY (€) Equity Share capital Reserves Retained earnings Note [17] Total Non-current liabilities Provisions for liabilities and charges Staff termination benefits Financial liabilities attributable to BancoPosta Financial liabilities Deferred tax liabilities Other liabilities [18] [19] [20] [33] [23] Total Current liabilities Provisions for liabilities and charges Trade payables Current tax liabilities Other liabilities Financial liabilities attributable to BancoPosta Financial liabilities Total Intersegment relations net amount TOTAL LIABILITIES AND EQUITY [18] [22] [33] [23] [20] This statement has been prepared pursuant to art. 2, paragraph 17-undecies of Law 10, which converted Law Decree 225 of 29 December 2010 into law. This requires the assets and contractual rights included in BancoPosta’s ring-fenced capital (from now on: BancoPosta RFC) to be shown separately in the Company’s statement of financial position. Intersegment relations between BancoPosta RFC and the Poste Italiane functions outside the ring-fence are disclosed in detail and in full in BancoPosta RFC’s Separate Report [note 37]. The above statement shows net amounts. Separate financial statements 276 INCOME STATEMENT (€) of which related party transactions Note 2011 Revenues from sales and services Other income from financial activities Other operating income Total revenue [24] [25] [26] 9,467,613,859 124,693,133 166,478,613 9,758,785,605 2,960,148,980 23,904,864 9,571,584,813 281,082,134 169,298,042 10,021,964,989 2,967,539,321 16,130,464 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) [27] [28] [29] 1,943,329,945 21,513,774 5,681,006,425 (54,714,714) 475,453,472 (8,420,690) 244,139,520 1,401,763,159 758,253,205 48,075 30,235,080 16,526,055 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 6,421,927 Finance costs Finance income Profit/(Loss) before tax [32] [32] 146,503,771 135,323,930 1,390,583,318 25,275,151 70,351,247 157,727,593 143,649,699 1,438,021,314 27,691,368 64,193,963 Income tax expense PROFIT FOR THE YEAR [33] 692,044,690 698,538,628 - 708,986,503 729,034,811 - Poste Italiane | Annual Report 2011 [30] [31] 2010 of which related party transactions Income statement | Statement of comprehensive income 277 STATEMENT OF COMPREHENSIVE INCOME (€) 2011 2010 698,538,628 729,034,811 [17.1] (2,675,514,966) (68,552,823) (860,640,367) (348,048,366) Cash flow hedges Increase/(Decrease) in fair value during the year Transfers to profit or loss [17.1] (148,109,936) (71,033,963) 86,062,091 33,375,608 Actuarial gains/(losses) on provisions for staff termination benefits [19.1] 62,236,464 68,866,129 Taxation of items recognised directly in, or transferred from, Equity [33.9] 941,023,772 327,655,094 Total other components of comprehensive income (1,959,951,452) (692,729,811) TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,261,412,824) 36,305,000 Profit/(Loss) for the year Available-for-sale financial assets Increase/(Decrease) in fair value during the year Transfers to profit or loss Separate financial statements Note 278 STATEMENT OF CHANGES IN EQUITY Equity Reserves (€) Balance at 1 January 2010 Share capital Legal Reserve for reserve BancoPosta RFC Retained earnings/ Fair value Cash flow hedge (Accumulated reserve reserve losses) Total 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 Total comprehensive income for the year - - - (1,856,719,357) (148,353,531) Appropriation of Profit to Reserves - 38,948,138 - - - (38,948,138) - Dividends paid - - - - - (350,000,000) (350,000,000) Establishment of BancoPosta RFC - - 1,000,000,000 - - (1,000,000,000) - 1,306,110,000 225,939,064 Balance at 31 December 2010 Balance at 31 December 2011 (*) 1,000,000,000 (2,050,522,432) (185,971,919) 743,660,064(*) (1,261,412,824) 1,706,257,923 2,001,812,636 This item includes profit for the year of 698,539 thousand euros, actuarial gains on provisions for staff termination benefits of 62,236 thousand euros after the related current tax expense of 17,115 thousand euros. Poste Italiane | Annual Report 2011 Statement of changes in equity | Statement of cash flows 279 STATEMENT OF CASH FLOWS Note 2011 2010 Cash and cash equivalents at beginning of year Profit/(loss) before tax Depreciation, amortisation and impairments [30] Impairments/(Reversals of impairments) of investments [7] Net provisions for liabilities and charges [18] Use of provisions for liabilities and charges [18] Staff termination benefits paid (Gains)/Losses on disposals [26] (Gains)/Losses on financial transactions (Dividends) [32] Dividends received (Finance income realised) [32] (Finance income in form of interest) [32] Interest received Interest expense and other finance costs [32] Interest paid Losses and impairments/(Recoveries) on receivables [31] Income tax paid [33] 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 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 Net cash generated by/(used for) held-to-maturity financial assets (Increase)/Decrease in other financial assets attributable to BancoPosta (Increase)/Decrease in cash and deposits 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 Other financial assets Disposals: Property, plant and equipment, investment property and assets held for sale Investments Other financial assets 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 [g]=[d+e+f] Net increase/(decrease) in cash 907,980 1,390,583 475,454 7,200 439,611 (207,887) (132,050) (40,634) (98,593) (70) 59 (20,318) (112,497) 63,200 143,193 (58,334) (5,238) (722,055) 884 1,122,508 1,598,564 1,438,021 493,928 61,671 403,467 (426,444) (110,223) (63,825) (281,338) (121) 103 (35,810) (102,119) 53,810 152,084 (76,160) 56,016 (747,543) 686 816,203 (54,496) 30,418 344,658 (253,259) 67,321 2,002,015 (6) (1,069,548) 347,069 (1,321,981) (208,749) (251,200) 938,629 (563,934) 299,608 44,798 (29,503) (81,682) 233,221 172,624 112,710 (244,156) (1,510,042) 422,285 309,451 (737,128) 312,296 626,811 (189,062) (212) (154,226) (444,050) (124,911) (223,968) (469) (155,800) (4,480) (853,155) 45,232 7,941 210,280 (649,008) (300,519) 55,094 154,526 151,582 (350,000) 11,202 38,792 300,823 80,146 42 110,365 (1,047,319) (403,925) (179,739) 155,237 568,941 (500,000) 44,439 (605,516) (690,584) (€/000) Cash and cash equivalents at end of year [13] 1,208,803 907,980 Cash and cash equivalents at end of year [13] 1,208,803 907,980 Escrow account held at the Italian Treasury Amounts that cannot be drawn on due to court rulings Unrestricted net cash and cash equivalents at end of year Separate financial statements (323,987) - (17,765) 867,051 (26,647) 881,333 280 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 (a 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. On 26 February 2011, art. 2, paragraphs 17-octies et seq. of Law 10, which converted Law Decree 225 of 29 December 2010 into law, provided that Poste Italiane SpA’s shareholder should form ring-fenced capital to be used in relation to BancoPosta’s operations only, as governed by Presidential Decree 144 of 14 March 2001. The ensuing resolution, which was approved by the General Meeting held on 14 April 2011 and filed with the Companies’ Register on 2 May 2011, required the Parent Company to establish ring-fenced capital of 1 billion euros. On 11 July 2011 the Court of Rome certified the absence of any opposition from creditors or of any legal challenge to the above shareholder resolutions, thereby rendering them effective from 2 May 2011 (note 2.2). These financial statements for the year ended 31 December 2011 have been prepared in euros, the currency of the economy in which the Company operates. They consist of the statement of financial position, which includes a supplementary statement showing the separate components of the ring-fenced capital, the income statement, the statement of comprehensive income, the statement of changes in Equity, the statement of cash flows and the following notes, which include BancoPosta RFC’s Separate Report (note 37). All amounts in the consolidated 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. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 281 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 container in the EU regulations published through to 18 April 2012, 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, as described in note 2.3, 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 consistent with those applied in the preparation of the financial statements for the year ended 31 December 2010. 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 non-recurring 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. Pursuant to art. 2447-septies of the Italian Civil Code, following the formation of BancoPosta’s ring-fenced capital in 2011, the assets and contractual rights included in BancoPosta’s ring-fenced capital (from now on: BancoPosta RFC) are shown separately in Poste Italiane SpA’s statement of financial position, in a specific supplementary statement, and in the notes to the financial statements. Comparative amounts at 31 December 2010 are included for the purpose of full disclosure as BancoPosta RFC had not yet been established at that date. Following the formation of BancoPosta’s ring-fenced capital, certain components of the statement of financial position at 31 December 2011, a number of items in the income statement and the related notes have been reclassified with respect to previous statements. This classification was also made necessary by the fact that the components of the ring-fenced capital are accounted for, where applicable, in accordance with Bank of Italy Circular 262 – Banks’ Financial Statements: Layout and Presentation. In order to provide a like-for-like basis for comparison with 2010, and in accordance with the requirements of paragraph 39 of IAS 1 – Presentation of Financial Statements3, amounts in the statements of financial position at 31 December 2010 and 2009 and items in the statement of cash flows for 2010 have also been reclassified. At the date of approval of these consolidated financial statements, there is no established practice on which to base inter1. 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. 3. Paragraph 39 of IAS 1 - Presentation of Financial Statements states that when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements or when it reclassifies items in its financial statements, it shall present, as a minimum, three statements of financial position, two of each of the other statements and the related notes. Separate financial statements 282 pretation and application of newly published, or revised, international accounting standards. 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. In the meantime, the MEF Decree issued on 8 June 2011 contains instructions regarding the coordinated application of EU-endorsed international accounting standards coming into effect between 1 January 2009 and 31 December 2010, in addition to regulations governing determination of the tax bases for IRES and IRAP. This does not, however, cover all aspects and, in view of the fact that the Decree has only recently been issued, there are no significant legal interpretations or specific examples of best practice. The consolidated finance statements have, therefore, been prepared on the basis of the best knowledge currently available and taking account of best practice in this regard. Any future changes or updated interpretations will be reflected in subsequent reporting periods, in accordance with the specific procedures provided for by the related standards. 2.2 - INFORMATION ON BANCOPOSTA RFC The resolution approved by Poste Italiane SpA’s shareholder at the Extraordinary General Meeting of 14 April 2011 to establish legally ring-fenced capital for BancoPosta became effective on 2 May 2011. The resulting capital is aimed at BancoPosta’s operations only, assuring the regular settlement of its obligations and serving as regulatory capital for the Bank of Italy4 (from now on: “BancoPosta RFC”). The same shareholder resolution approved BancoPosta RFC’s By-laws and established an initial reserve via the attribution of 1 billion euros from Poste Italiane SpA’s retained earnings. The separation of BancoPosta from Poste Italiane SpA is only partly comparable to other ring-fenced capital solutions and in particular to what is provided for in the Italian Civil Code in this respect. Indeed, BancoPosta is not expected to meet the requirements of arts. 2447-bis, et seq., of the Italian Civil Code or of other special purpose entities, in that it has not been established for a single specific business but rather, pursuant to Presidential Decree 144 of 14 March 2001, for several types of financial activities to be regularly carried out for an unlimited period of time. Art. 2, paragraphs 17-octies, et seq., of Law 10 of 26 February 2011, which converted Law Decree 225 of 29 December 2010 into law, does not impose the 10% limit on BancoPosta’s Equity, waiving the provisions of Italian Civil Code unless expressly cited as applicable. Nature of Assets, Contractual Rights and Authorisations BancoPosta’s assets, contractual rights and authorisations pursuant to notarial deed were conferred on BancoPosta RFC exclusively by Poste Italiane SpA without third-party contributions. BancoPosta’s operations consist of those listed in Presidential Decree 144 of 14 March 2001, as amended, namely: • the collection of savings from the public in accordance with art. 11, para. 1 of Legislative Decree 385/1993 of 1 September 1993 - Consolidated Banking Law (Testo Unico Bancario)- and all related and consequent activities; • the collection of savings through postal securities and deposits; • payment services, including the issuance, administration and sale of prepaid cards and other payment instruments pursuant to art. 1, para. 2, letter f) numbers 4) and 5), TUB; • foreign exchange brokerage services; • promotion and placement to the public of loans issued by approved banks and financial brokers; 4. In detail: • The shareholder at the Extraordinary General Meeting of 14 March 2001 approved a resolution to establish, in accordance with Law Decree 225 of 29 December 2010, converted with amendments by Law 10 of 26 February 2011, a ring-fenced entity called BancoPosta RFC exclusively for Poste Italiane’s Financial Services segment, as regulated by Presidential Decree 144 of 14 April 2011, to serve as regulatory capital for the purposes of Bank of Italy supervision. BancoPosta RFC’s By-laws, containing the rules for BancoPosta’s organisation, management and control were approved by the same resolution. • The shareholder resolution was filed and recorded on 2 May 2011 as required by art. 2, paragraph 17-novies of Legislative Decree 225 of 29 December 2010 at Rome Companies’s Register, as required by art. 2436 of the Italian Civil Code. • On 22 June 2011, Poste Italiane’s Board of Directors approved, as authorised by the resolution of the Extraordinary General Meeting of 14 April 2011, BancoPosta RFC’s opening statement of financial position at 2 May 2011. • The 60-day period for creditors to file objections to the resolution of the Extraordinary General Meeting of 14 April 2011 lapsed on 2 July 2011 without, as certified by the Court of Rome, objections having been raised. • BancoPosta FRC was, consequently, deemed established on 2 May 2011. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 283 • investment and related services pursuant to art. 12, Presidential Decree 144/2001. All of the assets and rights arising out of various contracts, agreements and legal transactions related to the above activities have also been conferred on BancoPosta RFC5. Cost and revenue allocation Given the fact that Poste Italiane is a single legal entity, the Company’s general accounting system maintains its uniform characteristics and capabilities. In this context, the general principles governing administrative and accounting aspects of BancoPosta RFC are as follows: • identification of transactions in Poste Italiane SpA’s general ledgers relating to BancoPosta’s ring-fenced operations which are then extracted for recording in BancoPosta’s separate ledgers; • allocation to BancoPosta of all relevant revenues and costs. In particular the services rendered by the different functions of Poste Italiane SpA to BancoPosta RFC, are exclusively recorded as payables in BancoPosta’s separate books, in special accounts only, and subsequently settled; • settlement of all incoming and outgoing third party payments by the Poste Italiane SpA Finance function; • allocation of income taxes based on BancoPosta’s separate income statement after adjusting for deferred taxation; • reconciliation of BancoPosta’s separate books to Poste Italiane’s general ledger. Separate General Operating Guidelines have been developed and approved by Poste Italiane SpA’s Board of Directors which, in implementation of BancoPosta RFC’s By-laws, identify the services provided by Poste Italiane SpA functions to BancoPosta and determine the manner in which they are remunerated. Costs are allocated to BancoPosta by transfer pricing as determined with reference to: • market prices for similar services, e.g., the free market comparable price method; or, • cost plus a mark-up, e.g., the cost plus method, when market prices are not available for the particular type of services provided by Poste Italiane SpA. Costs are determined by unbundling total costs incurred with the application of the same process used for Universal Postal Service purposes in the related regulatory accounting records, which are sub- 5. All assets, contractual rights and authorisations were conferred on BancoPosta as required to engage in following types of operations: a. Contracts for the collection of savings from the public (e.g., postal current accounts) and related services (e.g., issuance of postal cheques, postal a/c bills, credit cards, collections and payments services, direct debits); b. Contracts for the provision of payment services including the issuance, management and sale of payment cards, including prepaid cards (e.g., “postamat”, “postepay”), and money transfers (e.g., post office money orders); c. Investment services contracts (e.g., brokerage, distribution and investment advisory services) and related services (e.g., securities custody); d. Agreements with Cassa Depositi e Prestiti SpA in connection with collection of savings through postal securities and deposits; e. Agreements with approved banks and brokers for the promotion and lending to the public (e.g. mortgages, personal loans); f. Agreements with approved banks and brokers for acquiring and payment services; g. Agreements with approved brokers to promote and place financial instruments, bancassurrance and insurance products (e.g., share, bond and mutual fund subscriptions, life and non-life insurance); h. Other agreements relating to BancoPosta services; i. Contracts and related legal arrangements with BancoPosta employees belonging to a separate cost centre; j. Contracts with suppliers to the BancoPosta costs centre and related legal arrangements; k. Shares and investments in companies, consortia, payment/credit card issuers or money transfer service companies; l. Euro zone government securities, held pursuant to art. 1, paragraph 1097 of Law 296 of 27 December 2006, and related valuation reserves; m.Accounts payable (e.g., postal current accounts) and receivable in connection with the above points; n. Intersegment accounts payable and receivable respectively to and from Poste Italiane; o. Deferred tax assets and liabilities relating to BancoPosta; p. Post office and bank account cash balances associated with BancoPosta business; q. “Buffer” account at the Treasury, Ministry of the Economy and Finance; r. Cash deposits at the Treasury, Ministry of the Economy and Finance relating to Public Sector balances held in post offices; s. Cash and cash equivalent in connection with BancoPosta operations; t. Litigation relating to BancoPosta and associated settlements; u. Provisions in connection with BancoPosta RFC’s contractual and legal obligations. Separate financial statements 284 ject to independent audit. The mark-up is determined taking into account the market prices of BancoPosta’s principal services. The resulting transfer prices are reviewed annually as part of the planning and budget process. Obligations Poste Italiane SpA’s liability, pursuant to art. 2, paragraph 17-novies of Law 10, which converted Law Decree 225 of 29 December 2010 converted into Law, to creditors of BancoPosta is limited to the ring-fenced capital, represented by the assets and contractual rights originally allocated or arisen after the separation. Poste Italiane’s liability is, however, unlimited with respect to claims arising from actions in tort relating to the management of BancoPosta or for transactions for which no indication was made that the obligation was taken specifically by BancoPosta RFC. The By-laws approved at the Extraordinary General Meeting of Poste Italiane SpA’s shareholder provide that BancoPosta RFC’s Equity shall be sufficient to support the risk inherent in its operations. Separate Report As required by law, at the end of each reporting period Poste Italiane SpA prepares a Separate Report on BancoPosta RFC’s financial position and results of operations, in compliance with the same EU-endorsed international accounting standards adopted by Poste Italiane SpA, and also, where applicable, in conformity with Bank of Italy Circular 262 - Banks’ Financial Statements: Layouts and Preparation. The Report consists 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 explanatory notes. The Separate Report is an integral part of the Company’s financial statements (note 37). 2.3 - 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 straightline 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 Poste Italiane | Annual Report 2011 Notes to the separate financial statements 285 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. 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. 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 use 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. Separate financial statements 286 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 qualify 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. 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 Group commits to purchase or sell the asset, or, in the case of the insurance business and BancoPosta’s operations, at the settlement date6. 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 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 6. This is possible for transactions carried out on organised markets (the so-called “regular way”). Poste Italiane | Annual Report 2011 Notes to the separate financial statements 287 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 cost7 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. • 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 7. 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. Separate financial statements 288 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 commitment8. 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 hedges9 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 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. 8. 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. 9. 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. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 289 Classification the receivables and payables attributable to BancoPosta RFC In general, the receivables and payables attributable to BancoPosta RFC are treated as financial assets and liabilities if related to BancoPosta’s typical deposit-taking and lending activities, or services provided under authority from customers. The matching operating expenses and income, if not settled or classifiable in accordance with Bank of Italy Circular 272 of 30 July 2008 - The Account Matrix, are accounted for in trade receivables and payables. 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 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. 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. Separate financial statements 290 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 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 deposits attributable to BancoPosta Cash and valuables held at post offices, and bank deposits attributable to the operations of BancoPosta, are accounted for separately in Cash and cash equivalents as they derive from deposits subject to investment restrictions, or from advances from the Italian Treasury to ensure that post offices can operate. This cash cannot be used for purposes other than to extinguish obligations deriving from the above transactions. Cash and cash equivalents Cash and cash equivalents refer to cash in hand, deposits held at call with banks, amounts that at 31 December 2011 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. Reserves These regard capital or revenue reserves. They include, among other things, the Reserve for BancoPosta RFC, representing the initial reserve attributed to BancoPosta RFC, 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. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 291 Provisions for liabilities and charges Provisions for contingencies 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 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. 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 200610, 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 200610. 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, 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 200610, 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 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. 10. 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. Separate financial statements 292 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 BancoPosta 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 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. 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 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. In addition, in application of the new version of IAS 24 – Related Party Disclosures, introduced by EU Regulation 632/2010, related parties external to the Group also include the associates and jointly controlled entities of the entities controlled by the MEF. 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. Accounting standards and interpretations applicable from 1 January 2011 The following amendments, interpretations and changes are applicable from 1 January 2011, but their adoption has not resulted in any change to the presentation or measurement of items in Poste Italiane SpA’s financial statements: • change to IAS 32 - Financial Instruments: Presentation, adopted by EC Regulation 1293 issued on 23 December 2009; Poste Italiane | Annual Report 2011 Notes to the separate financial statements 293 • 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 EC Regulation 574 issued on 30 June 2010; • IAS 24 - Related Party Disclosures and Change to IFRS 8 – Operating segments, adopted by EC Regulation 632 issued on 19 July 2010; • changes to IFRIC 14 - Prepayments of a Minimum Funding Requirement, adopted by EC 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 EC Regulation 662 issued on 23 July 2010; • Improvements to IFRS, adopted by EC Regulation 149/2011 of 18 February 2011. New accounting standards and interpretations not yet effective At the date of approval of these consolidated 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. These include the following: • IFRS 9 – Financial Instruments, as part of the review of the existing IAS 39; a number of Exposure Drafts have also been issued regarding Amortised Cost and Impairment, Fair Value Option for Financial Liabilities and Hedge Accounting; • IFRS 10 – Consolidated Financial Statements, regarding consolidation of the financial statements of subsidiaries as part of the review of IAS 27 and SIC 12 - Consolidation – Special Purpose Entities; • IFRS 11 – Joint Arrangements, as part of the review of IAS 31 – Interests in joint ventures; • IFRS 12 – Disclosure of Interests in Other Entities; • IFRS 13 – Fair Value Measurement; • IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine; • Exposure Draft “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 “Revenue from Contracts with Customers” as part of the review of the existing IAS 11 and IAS 18, regarding revenue recognition; • Exposure Draft “Insurance Contracts” as part of the review of the existing IFRS 4, regarding the accounting treatment of insurance contracts; • Exposure Draft “Leases” as part of the review of the existing IAS 17, regarding the accounting treatment of leases; • Exposure Draft “Income Taxes: “Deferred Tax: Recovery of Underlying Assets”; • Exposure Draft “Improvements to IFRS” as part of the annual programme of general improvements and review of IFRS; • Exposure Draft “Offsetting Financial Assets and Financial Liabilities”; • Exposure Draft “Investment Companies”; • Exposure Draft “Government Loans”, as part of the review to IFRS 1 – First-Time Adoption of International Financial Reporting Standards; • Changes to IFRS 1 – Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters”; • Change to IAS 1 - Presentation of Financial Statements: Statement of Comprehensive Income, regarding presentation of the statement of comprehensive income in the financial statements; • Changes to IAS 19 – Employee Benefits as part of the review of the international accounting standard for employee benefits; • IAS 28 Revised – Investments in Associates and Joint Ventures. Finally, on 23 November 2011 EU Regulation 1205/2011 was published. This has adopted the changes to IFRS 7 – Financial Instruments: Disclosures – Transfers of Financial Assets applicable from 1 January 2012. 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. Separate financial statements 294 2.4 - 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 between Poste Italiane SpA and the tax authorities that expired in 2007, in 2011 the Company 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 2011, receivables due to the Company from the MEF and the Cabinet Office amount to approximately 2.16 billion euros. This amount consists of: • receivables of over 1,211 million euros in the form of Universal Service Obligation (USO) subsidies, including 1,093 million euros relating to the three-year period 2009-2011. These receivables are accounted for gross of 324 million euros deposited by the MEF, in December 2011 a non-interest bearing escrow account held by the Company at the Italian Treasury. Release of the sum deposited by the MEF and collection of the remaining receivables, including approximately 109 million euros relating to the Contratto di Programma (Planning Agreement) for 2006-2008, it is necessary to wait for the European Commission’s ruling on the Contratto di Programma (Planning Agreement) for 2009-2011, and until the MEF has replenished its cash holdings. Finally, receivables of approximately 9 million euros for 2005 have been cut following the budget laws for 2007 and 2008; • receivables of approximately 415 million euros in the form of publisher tariff subsidies. Of this amount, approximately 254 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. These receivables have been accounted for at present value. With regard to the remaining amount of approximately 161 million euros, the Cabinet Office has postponed a decision regarding the exact amount due until a special interministerial committee has reported. The committee’s conclusions has so far not provided the basis for an agreed solution. Of this last amount, subsidies of approximately 8 million euros for the first quarter of 2010 are still not covered by a provision in the government’s budget; • further receivables of 530 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 approximately 155 million euros of these items, above all the latter, and payment of approximately 10 million euros has been suspended whilst awaiting specific measures. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 295 Based on the above, of the total amount receivable, with a face value of over 2.16 billion euros, in the case of approximately 172 million euros either no provision has been made in the government’s budget or there is no legislation establishing the procedures for payment of the Company, whilst the collection, or availability, of approximately 1,619 million euros is to 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 2011 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 2011 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 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. Compared with the end of 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 consolidated 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 and financial crisis, which has resulted in highly volatile markets and great uncertainty with regard to economic projections, makes it is difficult to produce forecasts that can, without any uncertainty, be defined as reliable. At 31 December 2011 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 Land and Buildings used in operations, 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 Separate financial statements 296 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 Land and Buildings used in operations 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 into 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. Net provisions (releases of provisions) for doubtful debts are accounted for in the income statement in Other operating costs, or, if referring to receivables accruing during the year, via deferral of the related revenues. 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. 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 eco- Poste Italiane | Annual Report 2011 Notes to the separate financial statements 297 nomic 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 the Company’s financial transactions and of the associated risks is primarily attributable to the operations of BancoPosta, as well as the funding of assets and the investment of its own liquidity. BancoPosta’s operations are governed by Presidential Decree 144/2001. From 2 May 2011 BancoPosta has ring-fenced capital, as approved by the General Meeting of 14 April 2011 for the purposes of applying the Bank of Italy’s prudential requirements and protecting creditors, pursuant to art. 2 (paragraphs 17-octies to 17-duodecies) of the so-called “Milleproroghe” (“Thousand Extensions”) Decree, converted into Law 10 of 26 February 2011. BancoPosta RFC was provided with a legally separate reserve of 1 billion euros attributed from Poste Italiane SpA’s retained earnings. The assets and liabilities included in BancoPosta’s ring-fence derive from the management of postal current accounts deposits, carried out in the name of BancoPosta but subject to statutory restrictions, and collections and payments on behalf of third parties. The funds deriving from postal current account deposits by private customers are invested in euro zone government securities, whilst deposits by Public Sector entities are deposited with the Ministry of Finance and the Economy. During 2011 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 investment model adopted by the Company in 2010. The new maturity profile was developed based, among other things, on a leading market operator’s statistical/econometric model that reflects the interest rates and maturities typical of postal current accounts. The model is also used as the basis for investment policies in order to limit exposure to rate and liquidity risks by foreseeing mismatches caused by the need to marry the exigencies of risk management with those of improving returns which are dependent on the ever changing yield curve. On the other hand, operations not covered by the ring-fence, primarily regarding management of the Company’s own liquidity, are carried out 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. 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 used for BancoPosta RFC and for the Company’s other financial transactions outside the ring-fence 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 – Financial Instruments: Disclosures, which distinguishes between four main types of risk (a non-exhaustive classification): Separate financial statements 298 • • • • 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 the 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. Sovereign risk became a major component of market risk during 2011, due to the importance of the impact of the spreads applicable to government securities on the fair value of euro zone government securities, which reflects the market’s perception of the credit rating of sovereign issuers. The performance of spreads during the year resulted in a reduction in the fair value of these securities, only partially offset by a decline in risk-free interest rates during the same period. The resulting impact on the fair value of the securities held by the Company at 31 December 2011 is described in the note on Sovereign Risk. 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 regulatory yardstick provided by the Bank of Italy’s prudential supervisory standards, despite the fact that BancoPosta is not yet required to apply such standards, whilst waiting for specific instructions. 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” (“Financial instruments at fair value through profit or loss”) 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 2010 and 31 December 2011 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 2011 Notes to the separate financial statements 299 3.1 - Market risk - Price Date of reference of the analysis Position Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol 2010 effects Financial assets attributable to BancoPosta Available-for-sale financial assets Equity instruments 25,849 25,849 8,914 8,914 (8,914) (8,914) - - 8,914 8,914 (8,914) (8,914) Financial assets Available-for-sale financial assets Other investments Variability at 31 December 2010 3,830 3,830 29,679 453 453 9,367 (453) (453) (9,367) - - 453 453 9,367 (453) (453) (9,367) 2011 effects Financial assets attributable to BancoPosta Available-for-sale financial assets Equity instruments 22,552 22,552 8,544 8,544 (8,544) (8,544) - - 8,544 8,544 (8,544) (8,544) Financial assets Available-for-sale financial assets Other investments Variability at 31 December 2011 3,692 3,692 26,244 661 661 9,205 (661) (661) (9,205) - - 661 661 9,205 (661) (661) (9,205) Investments in equity instruments consist of the Company’s holding of 75,628 Master Card Incorporated class B shares with a fair value of 21,682 thousand (compared with 150,628 thousand shares with a fair value of 25,263 thousand at 31 December 2010), and 11,144 Visa Incorporated class C shares, with a fair value of 870 thousand euros (11,144 shares, with a fair value of 586 thousand euros at 31 December 2010). The shares are not traded in a regulated stock exchange but, in the event of their sale, are convertible into an equal number of Class A shares, which are traded on the New York Stock Exchange. The reduction in the holding of Mastercard shares during the period was largely due to sales during the second half of 2011, only partially offset by an increase in the market price. For sensitivity analysis purposes, the value of these shares was associated with the corresponding A shares, taking into account the volatility of the shares traded on the NYSE. Other investments regard the equity mutual investment funds referred to in note 9.4. 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. Financial assets attributable to BancoPosta The position at 31 December 2011 relates almost entirely to the Mastercard Incorporated and Visa Incorporated shares (note 3.1), denominated in US dollars. Separate financial statements 300 3.2 - Market risk - US dollar Change in value +Vol -Vol Pre-tax profit +Vol -Vol Equity reserves +Vol -Vol Position in USD/000 Position in €/000 260 days 260 days 260 days 260 days 260 days 260 days 2010 effects Financial assets attributable to BancoPosta Available-for-sale financial assets 34,539 Equity instruments 34,539 25,849 25,849 2,630 2,630 (2,630) (2,630) - - 2,630 (2,630) 2,630 (2,630) 34,539 25,849 2,630 (2,630) - - 2,630 (2,630) 2011 effects Financial assets attributable to BancoPosta Available-for-sale financial assets 29,180 Equity instruments 29,180 22,552 22,552 2,501 2,501 (2,501) (2,501) - - 2,501 (2,501) 2,501 (2,501) Variability at 31 December 2011 22,552 2,501 (2,501) - - 2,501 (2,501) Date of reference of the analysis Variability at 31 December 2010 29,180 Trade receivables/payables due from and to overseas correspondents The most significant net position (approximately 77% 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 2011 this position amounts to 368 thousand euros (596 thousand euros at 31 December 2010). 3.3 - Market risk - 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 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 - - 2011 effects Current assets in SDRs Current liabilities in SDRs Variability at 31 December 2011 66,872 (66,562) 310 79,347 (78,979) 368 4,343 (4,323) 20 (4,343) 4,323 (20) 4,343 (4,323) 20 (4,343) 4,323 (20) - - Date of reference of the analysis 260 days 260 days At 31 December 2011 the net position in US dollars amounts to 56 thousand euros (71 thousand euros at 31 December 2010). Fair value interest rate risk This concerns 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. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 301 In line with previous years, the following interest rate sensitivity analysis was based on changes in fair value following a parallel shift in the forward yield curve (+/- 100 bps). Due to the deterioration in Italy’s credit rating (described in the following section), 2011 witnessed fluctuations in the yields on government securities that were at times in excess of 100 bps. The measures of sensitivity shown in the following analysis do, however, offer a basic point of reference, useful in assessing potential changes in fair value in the event of greater movements in interest rates. 3.4 - Market risk – Fair value interest rate risk Change in value Date of reference of the analysis Notional 2010 effects Financial assets attributable to BancoPosta(1) 15,237,350 Available-for-sale financial assets Fixed income instruments 14,517,350 Derivative financial instruments Cash flow hedges (liabilities) Fair value through profit or loss Financial assets(1) Available-for-sale financial assets Fixed income instruments Variability at 31 December 2010 Financial assets(1) Available-for-sale financial assets Fixed income instruments Variability at 31 December 2011 (1) +100bps -100bps Pre-tax profit +100bps Equity reserves -100bps +100bps -100bps 14,521,868 (924,776) 1,017,810 - - (924,776) 1,017,810 14,535,568 (868,629) 955,634 - - (868,629) 955,634 720,000 - (13,700) - (56,147) - 62,176 - - - (56,147) - 62,176 - 500,000 471,791 (1,923) 2,107 - - (1,923) 2,107 471,791 (1,923) 2,107 14,993,659 (926,699) 1,019,917 - - 500,000 15,737,350 2011 effects Financial assets attributable to BancoPosta(1) 17,655,550 Available-for-sale financial assets Fixed income instruments 15,805,550 Derivative financial instruments Cash flow hedges (liabilities) Fair value through profit or loss Fair value 13,416,648 (671,834) 691,691 (25,648) 26,517 13,442,018 (613,333) 629,928 800,000 1,050,000 (31,281) 5,911 (32,852) (25,648) 35,247 26,517 500,000 428,945 (5,134) 5,423 - 500,000 428,945 (5,134) 5,423 - 18,155,550 13,845,593 (676,967) 697,115 (1,923) 2,107 (926,699) 1,019,917 (646,185) 665,174 - (613,333) 629,928 (25,648) 26,517 (32,852) - 35,247 - - (5,134) 5,423 - (5,134) 5,423 (25,648) 26,517 (651,319) 670,598 - The effects are only measured for components of the portfolio not covered by fair value hedges. Financial assets attributable to BancoPosta BancoPosta’s investment securities (note 8.1) are almost evenly split between Held-to-maturity (HTM) and Available-for-sale (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. The portfolio consists of fixed rate government securities (ordinary BTPs) with a par value of 12,221,800 thousand euros (12,443,600 thousand euros at 31 December 2010), variable rate CCTeus (Euribor + 1.00%) with a par value of 50,000 thousand euros and variable rate securities swapped into fixed rate through cash flow hedges. The latter are inflation linked BTBs (BTP€i) with a par value of 2,583,750 thousand euros (2,073,750 thousand euros at 31 December 2010) and CCTeus with a par value of 950,000 thousand euros. Separate financial statements 302 The portion of the fixed rate portfolio relating to ordinary BTP was partially hedged against fair value interest rate risk through a fair value hedge asset swap: • BTPs with a notional amount of 500,000 thousand euros were hedged through an immediate IRS fair value hedge; • 2023 and 2025 BTPs with a notional amount of 400,000 thousand euros were partially hedged through an IRS fair value hedge with a forward start in 2016. • 2026, 2034 and 2040 BTPs with a notional amount of 2,800,000 thousand euros were partially hedged through an IRS fair value hedge with forward starts in 2015, 2016 and 2020, respectively. The duration of BancoPosta’s AFS financial assets is 6.21 (at 31 December 2010 the duration of the securities portfolio was 6.23) reducing, albeit not to a significant extent, the sensitivity of the fair value of the portfolio to changes in interest rates. At 31 December 2011 this refers to fair value interest rate risk on forward purchases of securities carried out by the Company with a notional amount of 800 thousand euros (so-called cash flow hedges of forecast transactions). Finally, disclosure of the risk associated with derivative financial instruments measured at fair value through profit or loss held by the Company, with a notional amount of 1,050,000 thousand euros, is included only for the purpose of full disclosure. These forward transactions, deriving from discontinued cash flow hedges of forecast transactions, were, in fact, settled early in February 2012 through forward sales with net proceeds of 55,618 thousand euros, after deducting the fair value previously reported at 31 December 2011, totalling 5,911 thousand euros. Financial assets These assets regard investments by in BTPs, described in note 3.4, with a notional amount of 500,000 thousand euros and a fair value of 428,945 thousand euros, including 375,000 thousand euros hedged in 2010 against changes in their fair value by entering into an asset swaps. Sovereign risk The global financial system was affected by significant tensions and ongoing financial market turbulence and volatility in 2011, with Italy particularly exposed. Spreads between German bunds and the government securities issued by many European countries, including Italy, rose sharply, above all in November 2011. The spreads on ten-year bonds had risen to 527 bps at 31 December 2011. The downgrade of Italy’s credit rating and heightened financial market volatility had a significant impact on the price of Italian government securities, generating substantial fair value losses on those classified as available-for-sale (AFS), which were recognised in the Fair value reserve in Equity, net of tax. During the second half of 2011 this reserve came to account for a particularly significant percentage of Poste Italiane SpA’s Equity and, with particular reference to BancoPosta, at 31 December 2011 the negative balance of the Fair value reserve has exceeded the reserve of 1 billion euros initially attributed by Poste Italiane SpA. In particular, at 31 December 2011 the Fair value reserve attributable to BancoPosta RFC, primarily reflecting movements in the price of government securities classified as AFS, net of tax, had a negative balance of 1,991 million euros11. In the circumstances, postal current account deposits have remained stable and BancoPosta’s Equity continue to be sufficient to back the available-for-sale securities through to maturity, with steps taken and instruments created to cope with unexpected movements in deposits, without having to sell large volumes of securities at a loss. Notwithstanding the losses, BancoPosta’s regulatory capital is, pursuant to prudential requirements, sufficient for First Pillar (credit, counterparty and foreign exchange risks) and Second Pillar purposes (banking book rate risk). Following a reduction in the yields on Italian government securities and in the related spread with respect to German Bunds, the negative balance on the available-for-sale Fair value reserve has improved by 1,156 million euros since 31 December 2011 to stand at 835 million euros on 31 March 201212. 11. At 31 December 2011 the fair value of held-to-maturity financial assets was lower than the related amortised cost, with approximately 806 million euros accounted for in assets attributable to the ring-fenced capital, net of tax at the applicable statutory rate. 12. The market value of these securities at 31 March 2012 is approximately 35 million euros below their amortised cost, after taxes, which was a 771 million euro improvement over 31 December 2011. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 303 The sovereign risk sensitivity of the fair value of investments is higher than the interest rate risk described in note 3.4, given the greater volume of assets affected by the potential impact of a movement in spreads, affecting the entire AFS portfolio and not just the fixed rate component, and the absence of any compensatory effect provided by fair value hedges, whose protection does not extend to movements in credit ratings. Value at Risk analysis In addition to the above sensitivity analysis, the Company monitors the market risk exposure of available-for-sale securities and derivative financial instruments through the calculation of VaR (Value at Risk). This is estimated over a time horizon of 3 days and with a confidence level of 99%. BancoPosta’s financial assets With reference to BancoPosta’s financial assets and the related hedges, at 31 December 2011 the maximum VaR for available-for-sale financial assets amounts to 807,091 thousand euros (221,785 thousand euros at 31 December 2010) and for forward purchases of derivative financial instruments to 29,353 thousand euros (14,588 thousand euros at 31 December 2010). VaR analysis takes account of a combination of various risk factors. In the specific case of BancoPosta’s available-forsale financial assets, this regards fair value interest rate risk and sovereign risk. The increase in VaR compared with 31 December 2010 primarily reflects the increased exposure to sovereign risk (the degree of variability of spreads) and the absence of any offsetting effect from fair value hedges. Financial assets With reference to available-for-sale financial assets and the related hedges, at 31 December 2011 VaR, calculated for this portfolio, calculated on the above basis, amounts to a maximum of 26,600 thousand euros (9,294 thousand euros at 31 December 2010). In this case too, the significant increase in VaR, reflects the high degree of sovereign risk volatility during the period. 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. During the year under review, the macroeconomic events that had an impact on the risk-return profiles of the Poste Italiane SpA’s financial assets were the debt crises in peripheral EU countries (Greece, Ireland and Portugal), which caused spreads on European government securities to widen, with a particular impact on those related to Italy’s sovereign risk, and continuing uncertainty regarding the health of the banking sector. The second half of 2011 saw a significant number of ratings downgrades by the leading agencies, resulting in a progressive deterioration in the weighted average rating of the Group’s exposures, which has fallen from AA- at 31 December 2010 to A at 31 December 2011. The nature of Poste Italiane SpA’s operations, above all in terms of BancoPosta’s investment activities, exposes it to a substantial degree of concentration in respect of the Italian state, linked essentially to deposits with the MEF and the portfolio invested entirely in Italian government securities (note 8.1). Ruling DEM/11070007 of 28 July 2011, implementing Document 2011/266 published by the European Securities and Markets Authority (ESMA) and later amendments, has introduced new requirements regarding sovereign debt disclosures that listed issuers with holdings of national and euro area government securities and IFRS-compliant companies must include in their annual and interim reports. Sovereign debt is understood to mean bonds issued by and loans granted by companies to central governments, local government entities and government bodies. Information on the Company’s sovereign debt exposure is provided below, showing the face value, carrying amount and fair value of each type of portfolio. Separate financial statements 304 3.5 - Exposure to sovereign debt 31 December 2011 Carring Amount Item Face value Assets attributable to BancoPosta RFC Italy Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 30,043,200 14,237,650 15,805,550 - 27,805,911 14,363,893 13,442,018 - 26,616,736 13,174,718 13,442,018 - Assets outside the ring-fence Italy Held-to-maturity financial assets Available-for-sale financial assets Financial assets at fair value through profit or loss 500,000 500,000 - 428,945 428,945 - 428,945 428,945 - 30,543,200 28,234,856 27,045,681 Total Fair value The relevant credit exposure is shown below for each category of financial instrument. The ratings reported in the table have been assigned by Moody’s. Financial assets attributable to BancoPosta 3.6 - Credit risk - Financial assets attributable to BancoPosta Item Loans and receivables Receivables Balance at 31 December 2011 from Aaa from A1 from Ba1 Note to Aa3 to Baa3 to Not rated [8.2] 303,199 303,199 8,014,467 8,014,467 436,513 436,513 Total Balance at 31 December 2010 from Aaa from A1 from Ba1 to Aa3 to Baa3 to Not rated 8,754,179 8,754,179 7,087,173 7,087,173 - 343,578 343,578 Total 7,430,751 7,430,751 Held-to-maturity [8.8] financial assets Fixed income instruments - 14,363,893 - 14,363,893 - 14,363,893 - 14,363,893 14,768,213 14,768,213 - - 14,768,213 - 14,768,213 Available-for-sale [8.8] financial assets Fixed income instruments - 13,442,018 - 13,442,018 - 13,442,018 - 13,442,018 14,535,568 14,535,568 - - 14,535,568 - 14,535,568 Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss [8.9] Total 48,674 46,333 - 37,739 27,237 - - 86,414 73,570 - 75,349 26,181 49,168 12,856 12,856 - 88,205 26,181 62,024 2,341 10,502 - 12,844 - - - - 436,513 36,646,504 36,466,303 12,856 351,873 21,494,224 343,578 36,822,737 Outstanding positions at 31 December 2011 are described in note 8. 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 (provided by specific Credit Support Annexes). Exposure is quantified and monitored using the current value method, in accordance with the Bank of Italy’s prudential supervisory instructions. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 305 At 31 December 2011 all counterparties for the Company’s derivatives have investment grade ratings. Accreting13 asset swaps on long-term BTP€is have been entered into so as to minimise collateral requirements. Financial assets 3.7 - Credit risk - Financial assets Item Loans and receivables Loans Receivables Balance at 31 December 2011 from Aaa from A1 from Ba1 Note to Aa3 to Baa3 to Not rated [9.1] [9.3] - 492,344 492,344 Available-for-sale [9.4] financial assets Other instruments and deposits 90,000 90,000 433,411 433,411 - - - - 90,000 925,755 Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total Total 784,644 1,276,988 768,076 768,076 16,568 508,912 Balance at 31 December 2010 from Aaa from A1 from Ba1 to Aa3 to Baa3 to Not rated Total 626,590 626,590 - 865,415 853,678 11,737 1,492,005 853,678 638,327 523,411 523,411 561,791 561,791 - 2,098 2,098 563,889 563,889 - 22,933 22,933 - - 22,933 22,933 784,644 1,800,399 1,211,314 - 867,513 2,078,827 [9.6] At 31 December 2011 the following positions are subject to this risk: Loans and receivables Loans of 768,076 thousand euros at 31 December 2011 (853,678 thousand euros at 31 December 2010) refer entirely to loans (note 9.1) granted to Group companies and intercompany current accounts (note 9.2), with both types of transaction conducted on an arm’s length basis. These loans include subordinated loans of 540,000 thousand euros to the insurance company, Poste Vita SpA (645,000 thousand euros at 31 December 2010). Receivables (note 9.3), totalling 508,912 thousand euros, include 492,344 thousand euros for claims on the parent, the MEF (626,590 thousand euros at 31 December 2010) and 3,729 thousand euros in guarantee deposits, accounted for in current assets, issued to counterparties for reverse repurchase agreements on fixed income instruments (collateral governed by a specific Global Master Repurchase Agreements). Available-for-sale financial assets Other instruments and deposits include BTPs with a fair value of 428,945 thousand euros and a face value of 500,000 thousand euros and a fiduciary deposit established in 2002 with a fair value of 94,466 thousand euros and a face value of 93,550 thousand euros (92,098 thousand euros and 93,550 thousand euros, respectively, at 31 December 2010). 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. Separate financial statements 306 Current assets – Trade receivables 3.8 - Credit risk - Trade receivables attributable to Poste Italiane 31 December 2011 Item Overseas postal operators Public Sector Private customers Due from subsidiaries Due from associates Due from parents Total of which past due 31 December 2010 Carring amount Specific impairment Carring amount Specific impairment 211,912 890,225 322,689 271,567 5,502 1,310,277 3,012,172 (423) (72,145) (53,557) (74,740) 174,043 880,591 218,136 222,912 171 948,552 2,444,405 (4,296) (73,093) (63,208) (72,855) 532,232 394,976 3.9 - Credit risk - Trade receivables attributable to BancoPosta 31 December 2011 31 December 2010 Item Carring amount Specific impairment Carring amount Specific impairment Cassa Depositi e Prestiti Public Sector Private customers Due from subsidiaries Due from parents Total 129,050 100,447 120,711 60,907 355,045 766,160 (20,556) (2,319) (102,042) (7,972) 822,000 88,007 113,590 26,714 228,102 1,278,413 (20,556) (19,689) (93,356) - of which past due 50,073 12,866 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 2.4 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 receivables and asset 3.10 - Credit risk - Other receivables and assets attributable to Poste Italiane 31 December 2011 Item Receivables due from staff under fixed-term contracts settlement Other amounts due from subsidiaries Accrued income and prepaid expenses Guarantee deposits paid to suppliers Third-party deposits in Postal Savings Books registered in the name of Poste Italiane SpA Tax assets Amounts due from others Total of which past due Poste Italiane | Annual Report 2011 31 December 2010 Carring amount Specific impairment Carring amount Specific impairment 298,641 19,281 16,904 3,101 (2,189) - 293,416 78 6,913 3,035 (2,189) - 2,937 828 100,989 442,681 (27,483) 2,957 4,269 55,346 366,014 (22,221) 15,840 1,650 Notes to the separate financial statements 307 3.11 - Credit risk - Other receivables and assets attributable to BancoPosta 31 December 2011 Item Tax assets Other amounts due from subsidiaries Accrued income and prepaid expenses Amounts due from others Total of which past due 31 December 2010 Carring amount Specific Impairment Carring amount Specific Impairment 240,166 30 113,645 (24,958) 249,305 5,904 149,283 (24,127) 353,841 404,492 - - 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 the need to raise funds on excessively onerous terms or, in extreme cases, the inability to borrow in the market. 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 2011 liquidity risk regards the potential exposure deriving from obligations relating to the investment of deposits by current account customers. BancoPosta RFC In terms of BancoPosta’s specific operations, the liquidity risk regards the investment of current account deposits in euro zone 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 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 thirty years for private customers and within five years for Public Sector customers. At 31 December 2011 the degree of the match between the maturities of investments in euro area government securities and the portfolio replication model approved by the Board of Directors in April 2010 is being calculated, whilst the average term to maturity of investments as a whole has fallen from 5.56 at 31 December 2010 to 5.39 at 31 December 2011. The components of BancoPosta’s financial statements most exposed to liquidity risk are described below. The amounts shown refer to obligations at maturity (nominal value plus accrued interest). Separate financial statements 308 Liabilities 3.12 - BancoPosta RFC's exposure to liquidity risk 31 December 2011 31 December 2010 Item Within Between 1 12 months and 5 years Financial liabilities attributable to BancoPosta 19,147,085 9,006,451 15,115,329 43,268,865 17,184,573 8,581,133 15,212,417 40,978,123 14,000,068 1,989,348 9,006,451 - 15,115,329 - 38,121,848 1,989,348 14,129,975 388,993 8,581,133 15,212,417 - 770,514 2,387,155 - - 770,514 2,387,155 681,696 1,983,909 Postal current accounts Borrowings Derivative financial instruments Other financial liabilities Over 5 years Total Within Between 1 12 months and 5 years Over 5 years - - Total 37,923,525 388,993 681,696 1,983,909 Trade payables 60,650 - - 60,650 89,367 - - 89,367 Other liabilities 92,152 65,581 - 157,733 85,757 66,467 - 152,224 Total liabilities 19,299,887 9,072,032 15,115,329 43,487,248 17,359,697 8,647,600 15,212,417 41,219,714 For the purposes of liquidity risk analysis at 31 December 2011, the timing of withdrawals from postal current accounts (a carrying amount of 37,252,267 thousand euros, as shown in note 20.1) was based on the amortisation schedule deriving from application of the statistical model developed in order to model the behaviour of current account holders. Both average Public Sector demand deposits and average demand deposits by private customers, with specific regard to the retail component, which is typically more stable, have risen with respect to 31 December 2010. Poste Italiane SpA continues to closely monitor the deposit base. Moreover, from the fourth quarter of 2010 new short-term funding arrangements have been introduced via the matched sale and repurchase of BTPs, with the aim of optimising profitability and funding temporary cash withdrawals from demand deposits. Assets At 31 December 2011 these liabilities are invested in the following types of financial instrument. 3.13 - BancoPosta RFC's exposure to liquidity risk 31 December 2011 31 December 2010 Within Between 1 12 months and 5 years Over 5 years Total 11,136,377 11,341,544 Financial assets Amounts deposited with the MEF 7,060,499 MEF on behalf of Italian Treasury 793,537 Investments in securities 2,382,198 11,341,544 Other financial receivables 900,143 - 30,500,139 52,978,060 11,014,009 - 7,060,499 6,173,455 30,500,139 - 793,537 44,223,881 900,143 829,234 3,583,258 428,062 Item Within Between 1 12 months and 5 years Over 5 years Total 11,348,216 28,551,677 50,913,902 - - 6,173,455 829,234 11,348,216 28,551,677 43,483,151 428,062 Trade receivables 766,160 - - 766,160 1,278,413 - - 1,278,413 Other receivables 353,841 - - 353,841 404,492 - - 404,492 Cash and deposits attributable to BancoPosta 2,559,994 - - 2,559,994 2,351,245 - - 2,351,245 Cash and cash equivalents - - 838,951 850,653 - - 850,653 15,655,323 11,341,544 30,500,139 57,497,006 15,898,812 Total assets 838,951 Poste Italiane | Annual Report 2011 11,348,216 28,551,677 55,798,705 Notes to the separate financial statements 309 Investments in fixed income instruments (a carrying amount of 27,805,911 thousand euros, as described in note 8.8) 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. Items outside the ring-fence 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 2011 and 31 December 2010. 3.14 - Liquidity risk outside the ring-fence Balance at 31 December 2011 Item Financial liabilities Borrowings Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Within Between 1 12 months and 5 years Over 5 years Balance at 31 December 2010 Total Within 12 months Between 1 and 5 years Over 5 years Total 2,090,002 1,622,659 789,375 517,370 516,651 - 209,380 209,380 - 2,816,752 2,348,690 789,375 1,167,720 933,249 39,375 1,447,993 1,447,172 789,375 1,211 1,108 - 2,616,924 2,381,529 828,750 320,743 492,239 20,302 240,127 276,524 - 209,380 - 560,870 978,143 20,302 161,600 691,669 40,605 398,162 259,635 - 1,108 - 560,870 951,304 40,605 465,781 1,562 719 - 465,781 2,281 231,550 2,921 821 103 231,550 3,845 Trade payables 1,807,097 - - 1,807,097 1,437,361 - - 1,437,361 Other liabilities 1,128,684 28,003 51,786 1,208,473 1,381,981 26,956 56,050 1,464,987 Total liabilities 5,025,783 545,373 261,166 5,832,322 3,987,062 1,474,949 57,261 5,519,272 Financial liabilities due from subsidiaries Other financial liabilities Assets Assets at 31 December 2011, broken down by maturity, are shown below at face value and increased, where applicable, by interest receivable. Separate financial statements 310 3.15 - Liquidity risk outside the ring-fence Balance at 31 December 2011 Over 5 years Total Within 12 months Between 1 and 5 years Over 5 years Total 628,952 1,221,562 243,611 733,660 226,418 12,839 158,923 475,063 - 2,504,677 1,221,171 538,578 650,076 94,852 639,507 218,599 307,929 111,523 1,456 1,033,677 510,544 367,575 60,805 94,753 978,389 449,492 12,768 516,129 - 2,651,573 1,178,635 688,272 688,457 96,209 2,830,617 204,793 3,021 3,038,431 2,227,821 203,200 50,800 2,481,821 Other receivables 220,318 Receivables due under fixed-term 82,316 contracts settlement 161,271 155,233 112,006 112,006 493,595 349,555 134,675 68,069 177,575 171,583 100,783 100,783 413,033 340,435 138,002 6,038 - 144,040 66,606 5,992 - 72,598 369,852 - - 369,852 57,327 - - 57,327 995,016 1,336,589 6,406,555 3,059,330 1,414,452 1,129,972 5,603,754 Item Within 12 months Financial assets Loans Receivables Fixed income instruments Other investments Trade receivables 654,163 243,900 299,321 16,090 94,852 Other Cash and cash equivalents Total assets 4,074,950 Between 1 and 5 years Balance at 31 December 2010 Investments in fixed income instruments (a carrying amount of 428,945 thousand euros, note 9.4) 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. 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 2010 and 31 December 2011, 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 summarized 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 2011 Notes to the separate financial statements 311 3.16 - Cash flow interest rate risk and hedging policy Pre-tax profit Equity reserves Total Equity Date of reference of the analysis Note Notional +100bps -100bps +100bps -100bps +100bps -100bps 2010 effects Financial assets attributable to BancoPosta Amounts deposited with the MEF Other financial receivables Fixed income instruments [8.2] [8.7] [8.1] 6,173,455 90,074 500,000 61,735 901 5,000 (61,735) (901) (5,000) - - 61,735 901 5,000 (61,735) (901) (5,000) Financial assets Loans Receivables due from others Fixed income instruments Other investments [9.1] [9.3] [9.4] [9.4] 851,503 375,000 93,550 8,515 3,750 936 (8,515) (3,750) (936) - - 8,515 3,750 936 (8,515) (3,750) (936) Cash and deposits attributable to BancoPosta Bank deposits 10,797 108 (108) - - 108 (108) Cash and cash equivalents attributable to Poste Italiane [13.1] Bank deposits 54,885 549 (549) - - 549 (549) Cash and cash equivalents attributable to BancoPosta [13.1] Amounts deposited with the MEF [13.1] Bank deposits 840,624 788 8,406 8 (8,406) (8) - - 8,406 8 (8,406) (8) Financial liabilities attributable to BancoPosta Other financial liabilities (39,757) (398) 398 - - (398) 398 (250,000) (231,518) (2,500) (2,315) 2,500 2,315 - - (2,500) (2,315) 2,500 2,315 8,469,401 84,694 (84,694) - - 84,694 (84,694) [8.2] [8.7] 7,060,499 503,880 550,000 70,605 5,039 5,500 (70,605) (5,039) (5,500) - - 70,605 5,039 5,500 (70,605) (5,039) (5,500) [9.1] [9.3] [9.4] [9.4] 762,077 3,729 375,000 93,550 7,621 37 3,750 936 (7,621) (37) (3,750) (936) - - 7,621 37 3,750 936 (7,621) (37) (3,750) (936) Financial liabilities Borrowings (banks) Borrowings (from subsidiaries) [21.3] [21.4] Variability at 31 December 2010 2011 effects Financial assets attributable to BancoPosta Amounts deposited with the MEF Other financial receivables Fixed income instruments Financial assets Loans Receivables due from others Fixed income instruments Other investments Cash and deposits attributable to BancoPosta Bank deposits [12.1] 90,610 906 (906) - - 906 (906) Cash and cash equivalents attributable to Poste Italiane Bank deposits [13.1] 43,342 433 (433) - - 433 (433) Cash and cash equivalents attributable to BancoPosta Amounts deposited with the MEF [13.1] Bank deposits [13.1] 829,399 1,670 8,294 17 (8,294) (17) - - 8,294 17 (8,294) (17) Financial liabilities attributable to BancoPosta Other financial liabilities [20.2] (9,520) (95) 95 - - (95) 95 Financial liabilities Borrowings (banks) Borrowings (from subsidiaries) [21.3] [21.4] (250,000) (465,781) (2,500) (4,658) 2,500 4,658 - - (2,500) (4,658) 2,500 4,658 9,588,455 95,885 (95,885) - - 95,885 (95,885) Variability at 31 December 2011 Separate financial statements 312 BancoPosta RFC At 31 December 2011 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, as set out in the agreement between the MEF and Poste Italiane SpA renewed on 1 April 2011. Cash flow interest rate risk primarily concerns: • a receivable of 503,880 thousand euros posted as cash collateral for derivative liabilities (note 8.7); • a portion of the fixed rate portfolio consisting of BTPs, hedged immediately by the fair value hedges described in note 3.4, with a notional amount of 500,000 thousand euros; • CCTeus with a notional amount of 50,000 thousand euros, whose yields have not been hedged by cash flow hedges; • bank deposits paying interest at floating rates; • cash deposited with the MEF and held in the so-called buffer account, which, until 30 November 2011, earned interest calculated on the basis of the average yield on auctions of Short-term Treasury Certificates (BOT) organised by the MEF during the relevant six-month period, and from 1 December 2011 earns interest based on the Main Refinancing Operations (MRO) rate14. Items outside the ring-fence At 31 December 2011 this risk primarily concerns: • the loans to Group companies described in note 9.1; • un notional amount of 375,000 thousand euros of the fixed rate portfolio consisting of BTPs, hedged immediately by the fair value hedges described in note 3.4. 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). 14. The minimum rate applied by the European Central Bank in its most recent main refinancing operation or the uniform rate should the BCE apply such a rate in these operations. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 313 3.17 - Fair value hierarchy 31 December 2011 Item Level 2 Level 3 Total 13,551,101 13,464,687 13,442,018 22,669 - 14,535,568 14,535,568 14,535,568 - 114,054 25,849 25,849 - 117 117 117 - 14,649,739 14,561,534 14,535,568 25,966 - - 86,414 - 88,205 - 88,205 94,466 94,466 94,466 203,432 4,500 4,500 4,500 4,617 531,603 531,603 428,945 4,500 98,158 14,082,704 475,621 475,621 471,791 3,830 15,011,189 115,031 92,098 92,098 22,933 229,085 4,500 4,500 4,500 4,617 595,152 572,219 471,791 4,500 95,928 22,933 15,244,891 - (623,883) (623,883) - (623,883) (623,883) - (90,501) (90,501) - (90,501) (90,501) Derivative financial instruments - (9,531) (9,531) - (9,531) (9,531) - - - - Total Financial Liabilities at fair value - (633,414) - (633,414) - (90,501) - (90,501) Available-for-sale financial assets Fixed income instruments Equity instruments Held for trading Level 2 Level 3 13,442,018 13,442,018 13,442,018 - 108,966 22,552 22,552 - 117 117 117 - - 86,414 432,637 432,637 428,945 3,692 13,874,655 31 December 2010 Level 1 Financial assets attributable to BancoPosta Level 1 Derivative financial instruments Financial assets Available-for-sale financial assets Fixed income instruments Equity instruments Other investments Derivative financial instruments Total Financial Assets at fair value Financial liabilities attributable to BancoPosta Derivative financial instruments Financial liabilities Total There were no changes in financial instruments classified in Level 3 during the period. 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 against 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. At 31 December 2011 controls conducted in accordance with the above framework have shown what type of operational risks BancoPosta’s products are exposed to, as follows: Event Type Internal fraud External fraud Employee practices and workplace safety Customers, products and business practices Damage to physical assets Business disruption and system failure Execution, delivery and process management Total Separate financial statements Number of types 27 46 7 23 4 8 173 288 314 The measurement of mapped risks has made it possible to prioritise risk mitigation in order to limit future occurrence. Reputational risk Poste Italiane SpA’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. As noted above in these notes, the crisis of recent years has had profound effects on the performance of all the financial instruments on the market and, in the second half of 2011, on the value of Italian government securities, which account for a large part of the Group’s investments. Even though the Group has developed over time prudential policies in the customers’ best interests, entailing the selection of domestic and foreign issuers solely with investment grade ratings, the situation has prompted even closer scrutiny at Group level, so as to ensure full awareness of the performance of the products placed and the risks for customers. 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 four 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 Poste Italiane SpA are transferred on a daily basis. FINANCIAL STRUCTURE Poste Italiane SpA’s financial structure at 31 December 2011 is solid and balanced, and adequately protected from liquidity or refinancing risks. Overall borrowings are primarily medium/long-term, except for bank and intercompany overdrafts, repurchase agreements and drawdowns on short-term lines of credit. Medium/long-term debt is sufficient to cover expected financial needs. BancoPosta RFC At the end of the reporting period BancoPosta RFC has unused uncommitted lines of 200 million euros for use on the overnight market. It also has unused overdraft facilities in place, totalling 1 million euros. Items outside the ring-fence At the end of the reporting period the Company has unused uncommitted lines of 980.2 million euros, of which 50 million euros has been used. It also has unused overdraft facilities in place, totalling 55.2 million euros, and bank guarantee facilities with a value of 189.5 million euros, of which guarantees with a value of 73 million euros have been used in the interests of the Company and 0.7 million euros in the interests of Group companies (note 35.4). Poste Italiane | Annual Report 2011 Notes to the separate financial statements 315 4 - CHANGES IN PROPERTY, PLANT AND EQUIPMENT The following table shows changes in Property, plant and equipment in 2010 and 2011: 4.1 - Changes in Property, plant and equipment Land Balance at 1 January 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments Reclassifications Disposals Depreciation Impairments Total changes 70,379 70,379 Properties used in operations Industrial and Plant and commercial equipment equipment 2,517,990 1,920,426 (850,769) (1,278,093) (13,981) (3,976) 1,653,240 638,357 Leasehold improvements Assets in the course of Other construction and assets prepayments 289,352 (227,905) (770) 60,677 210,022 (53,821) (4) 156,197 1,176,826 (970,378) (1) 206,447 27,441 37,988 (1) (26,042) (947) 38,439 55,028 40,253 (346) (78,626) 16,309 Total 180,395 6,365,390 - (3,380,966) (18,732) 180,395 2,965,692 625 (26) (52) (462) 85 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) 70,567 (103) 70,464 2,521,092 (923,378) (15,248) 1,582,466 1,915,946 (1,324,175) (3,640) 588,131 301,088 (241,689) (770) 58,629 1,376 237 (31) (51) 1,531 22,489 5,462 (2,283) (96,862) (2,716) (73,910) 48,321 13,136 (18,909) (114,083) (45) (71,580) 7,479 414 (58) (13,552) (5,717) 72,098 (103) 71,995 2,541,486 (1,016,123) (16,807) 1,508,556 1,797,129 (1,277,751) (2,827) 516,551 306,810 (253,128) (770) 52,912 Adjustments(1) Cost Other liabilities Accumulated depreciation Total 237 237 - - - - - - 237 237 Reclassifications(2) Cost Accumulated depreciation Total (31) (31) 3,500 1,962 5,462 12,077 1,059 13,136 (840) 1,254 414 13,439 (13) 13,426 24,417 (1,225) 23,192 (59,290) (59,290) (6,728) 3,037 (3,691) Disposals(3) Cost Accumulated depreciation Accumulated impairments (51) - (5,595) 2,155 1,157 (179,215) 159,448 858 (917) 859 - (1,965) 743 859 (29,912) 18,400 - (2,049) - (219,704) 181,605 2,874 Total (51) (2,283) (18,909) (58) (363) (11,512) (2,049) (35,225) Balance at 31 December 2010 Cost Accumulated depreciation Accumulated impairments Carrying amount Changes during the year Purchases Adjustments (1) Reclassifications (2) Disposals (3) Depreciation Impairments Total changes Balance at 31 December 2011 Cost Accumulated depreciation Accumulated impairments Carrying amount None of the above items is attributable to BancoPosta RFC. Separate financial statements 274,938 1,268,318 (80,268) (1,045,561) (34) (1) 194,636 222,756 27,273 13,426 (363) (30,093) (865) 9,378 41,033 23,192 (11,512) (76,238) (38) (23,563) 313,685 1,303,856 (109,631) (1,104,624) (40) (39) 204,014 199,193 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 41,091 (59,290) (2,049) (20,248) 189,062 237 (3,691) (35,225) (330,828) (3,664) (184,109) 68,233 6,403,297 - (3,761,257) (20,586) 68,233 2,621,454 316 At 31 December 2011 Property, plant and equipment includes assets belonging to the Parent Company located on land held under concession or sub-concession, which is to be handed over free of charge at the end of the concession term, with a carrying amount of 154,502 thousand euros (173,782 thousand euros at 31 December 2010). The principal changes during 2011 are described below. Capital expenditure of 189,062 thousand euros primarily regards: • 22,489 thousand euros relating to properties used in operations and primarily referring to the extraordinary maintenance of post offices, mail sorting offices and local head offices around the country; • 48,321 thousand euros relating to plant, consisting of plant for buildings (25,529 thousand euros), the purchase of sorting equipment used at Sorting Centres (9,097 thousand euros), installation of a LAN (Local Area Network) for the Company’s communications (5,602 thousand euros), the installation and maintenance of video surveillance systems (5,158 thousand euros), and the installation of ATMs (2,935 thousand euros); • 7,479 thousand euros relating primarily to the purchase of various front- and back-office equipment for post offices (4,841 thousand euros) and security equipment for post office access and for the deposit of cash and sundry documents (1,413 thousand euros); • 27,273 thousand euros invested in plant upgrades (18,296 thousand euros) and structural improvements (8,977 thousand euros) for properties held under lease; • 41,033 thousand euros regarding Other assets, including 24,403 thousand euros for the purchase of new computer hardware for post offices and head offices and the expansion of storage systems, 7,811 thousand euros for the purchase of furniture and fittings in connection with the new layouts for post offices, and 5,696 thousand euros for the reorganisation of delivery systems for postal services and the purchase of new equipment; • 41,091 thousand euros for investments in progress, with 16,023 thousand euros for the purchase of computer hardware and other equipment yet to enter service, 15,908 thousand euros relating to the restyling of post offices, 4,250 thousand euros regarding the renovation of central facilities, and 1,472 thousand euros for the installation of a photovoltaic plant at a Sorting Centre. Impairments of 3,664 thousand euros primarily regard assets located on land held under concession or sub-concession, for which, whilst awaiting confirmation of renewal, the concession term has expired. The impairment, inclusive or 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, estimated on the basis of the framework agreements entered into with the Public Sector, the status of negotiations with the grantors and past experience. Reclassifications from Assets in the course of construction, totalling 59,290 thousand euros, primarily regard the purchase cost of assets that became available and ready for use during the period. Above all, these assets regard the rollout of hardware held in storage and completion of the process of restyling leased and owned properties. Disposals, with a total carrying amount of 35,225 thousand euros, primarily regard the Company’s transfer to the Group company, PosteMobile, of telecommunications infrastructure (17,768 thousand euros), technology assets in use (11,362 thousand euros) and technology assets not yet entered service (1,994 thousand euros). The impact of these disposals on the income statement is described in note 26.2. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 317 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. None of the property included in this item is attributable to BancoPosta RFC. The following changes in investment property took place in 2011 and 2010: 5.1 - Changes in investment property 2011 2010 163,120 (67,662) (3,435) 92,023 127,310 (45,172) (5,121) 77,017 212 (9) (7,710) (5,120) 801 469 29,069 (10,908) (4,727) 1,103 (11,826) 15,006 150,303 (67,705) (2,401) 80,197 126,540 163,120 (67,662) (3,435) 92,023 140,037 (20) 11 (9) 53,701 (24,632) 29,069 (13,009) 5,066 233 (7,710) (18,360) 6,869 583 (10,908) 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 The fair value of Investment property at 31 December 2011 amounts to 126,540 thousand euros. This value includes 75,242 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. Separate financial statements 318 6 - INTANGIBLE ASSETS The following table shows changes in Intangible assets in 2010 and 2011: 6.1 - Changes in intangible assets Industrial patents and intellectual property rights Concessions, licences, trademarks and similar rights Intangible assets in progress and prepayments Other Total 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) (5) 102,844 (31,890) - - 155,800 (142,368) (57,517) (5) 70,954 - 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 71,312 93,001 (2,916) (136,876) 24,521 (3) (3) 82,914 (93,092) (1,709) (11,887) - 154,226 (91) (4,625) (136,879) 12,631 1,364,279 (1,135,362) 2,026 (2,018) 142,052 - 68,868 (68,868) 1,577,225 (1,206,248) 228,917 8 142,052 - 370,977 93,001 93,001 - (93,092) (93,092) - (91) (91) (9,291) 6,375 (2,916) - (1,709) (1,709) - (11,000) 6,375 (4,625) Balance at 1 January 2010 Cost Accumulated amortisation Carrying amount Changes during the year Purchases Adjustments Reclassifications Amortisation Total changes Balance at 31 December 2010 Cost Accumulated amortisation Carrying amount Changes during the year Purchases Adjustments Reclassifications(1) Disposals(2) Amortisation Total changes Balance at 31 December 2011 Cost Accumulated amortisation Carrying amount Reclassifications(1) Cost Accumulated amortisation Total Disposals(2) Cost Accumulated amortisation Total None of the above items is attributable to BancoPosta RFC. Investment in intangible assets during 2011 amounts to 154,226 thousand euros, including 8,421 thousand euros regarding software developed in-house and the related costs. The increase of 71,312 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. The balance of Intangible assets in progress and prepayments includes uncompleted investment by the Parent Company, primarily regarding the development of software used in the infrastructure platform (47,585 thousand euros), the provision of BancoPosta services (40,091 thousand euros), reporting and accounting systems (17,402 thousand euros), the postal products Poste Italiane | Annual Report 2011 Notes to the separate financial statements 319 platform (17,453 thousand euros) and platform for Integrated Web Services provided to postal customers (12,504 thousand euros). During the year, the Company effected reclassifications from Intangible assets in progress and prepayments to Industrial patents and intellectual property rights, amounting to 93,001 thousand euros. This primarily reflects the release and entry into service of new software programmes and the evolution of existing programmes. Disposals, with a total carrying amount of 4,625 thousand euros, primarily regard the transfer to the Group company, PosteMobile, of software applications in use, amounting to 2,529 thousand euros, and of applications tested but that have not yet entered service, totalling 1,709 thousand euros. 7 - INVESTMENTS This item includes the following: 7.1 - Investments Item Balance at 31 December 2011 Balance at 31 December 2010 1,487,022 980 1,016,419 980 1,488,002 1,017,399 Investments in subsidiaries Investments in associates Total No investments are attributable to BancoPosta RFC. Changes in investments in subsidiaries and associates during 2010 and 2011 are as follows: 7.2 - Changes in investments in 2010 Investments Balance at 1 January 2010 in subsidiaries 12,000 BancoPosta Fondi SpA SGR 263 CLP ScpA 84 Consorzio Poste Contact 61 Cons. Servizi di Telefonia Mobile ScpA 191,410 EGI SpA 5,769 Mistral Air Srl 120 Poste Energia SpA 1,739 Poste Italiane Trasporti SpA 70 Poste Link Scrl 1,808 Poste Tributi ScpA 818 Poste Tutela SpA 563,481 Poste Vita SpA 319 Poste Voice SpA 12,789 Postecom SpA 131,575 Postel SpA 41,051 PosteMobile SpA 5,815 PosteShop SpA 105,460 SDA Express Courier SpA 1,074,632 Total subsidiaries in associates Telma-Sapienza Scarl Total associates 1,074,632 Total Separate financial statements Additions Subscriptions/Capital Acquisicontributions tions Reductions Sales, liquidations, mergers Adjustments Reval. Balance at 31 December (Impair.) 2010 3,500 1,739 5,239 - (84) (1,739) 84 (42) (1,781) - (277) (61,394) (61,671) 12,000 263 61 191,410 9,269 120 154 1,808 818 563,481 12,789 131,575 41,051 5,815 45,805 1,016,419 980 980 6,219 - (1,781) - (61,671) 980 980 1,017,399 320 7.3 - Changes in investments in 2011 Investments Balance at 1 January 2011 in subsidiaries Banca del Mezzogiorno MCC SpA BancoPosta Fondi SpA SGR 12,000 CLP ScpA 263 Cons. Servizi di Telefonia Mobile ScpA 61 EGI SpA 191,410 Mistral Air Srl 9,269 Poste Energia SpA 120 Poste Link Scrl 154 Poste Tributi ScpA 1,808 Poste Tutela SpA 818 Poste Vita SpA 563,481 Postecom SpA 12,789 Postel SpA 131,575 PosteMobile SpA 41,051 PosteShop SpA 5,815 SDA Express Courier SpA 45,805 Total subsidiaries 1,016,419 in associates Telma-Sapienza Scarl 980 Total associates 980 Total 1,017,399 Additions Subscriptions/Capital Acquisicontributions tions Reductions Sales, liquidations, mergers Adjustments Reval. Balance at 31 December (Impair.) 2011 3,000 305,000 29,979 337,979 139,978 139,978 (154) (154) - (7,200) (7,200) 139,978 12,000 263 61 191,410 12,269 120 1,808 818 868,481 12,789 124,375 71,030 5,815 45,805 1,487,022 337,979 139,978 (154) - (7,200) 980 980 1,488,002 Changes during 2011 regard. • The acquisition from UniCredit SpA, on 1 August 2011, of the entire share capital of Unicredit – MedioCredito Centrale SpA, a company set up to promote and manage government subsidies for businesses, designed to support economic development. The acquisition was completed for a provisional consideration of 136,000 thousand euros and a subsequent earn-out of 3,978 thousand euros. On 5 December 2011 Unicredit – MedioCredito Centrale SpA changed its name to “Banca del Mezzogiorno – MedioCredito Centrale SpA”. • A contribution of 3,000 thousand euros to Mistral Air Srl to cover losses incurred in the six months ended 30 June 2011 and establish an extraordinary reserve, as approved by the extraordinary general meeting of the subsidiary’s shareholders on 12 October 2011. • On 29 March 2011 Postel SpA acquired the stakes held by Poste Italiane and PosteCom SpA (70% and 15%, respectively) in Poste Link Scrl, having aleady acquired the remaining 15%, and on 24 June 2011 PosteLink Scrl was merged with and into Postel SpA, effective for legal purposes from 30 June 2011, whilst the tax and accounting effects were backdated to 1 January 2011. Following registration of the merger deed, Poste Link Scrl was struck off the Companies’ Register. The transaction generated a gain for the Company of 7,787 thousand euros (note 26.2). • Subscription of a capital increase of 305,000 thousand euros by Poste Vita SpA, as approved by the extraordinary general meeting of Poste Vita SpA’s shareholders on 21 December 2011, in order to equip the company with the capital necessary to fund its future growth. • Subscription of the capital increase carried out by the subsidiary, PosteMobile SpA, via the contribution of Poste Italiane SpA’s Telecommunications unit on 31 March 2011, with a carrying amount of 29,979 thousand euros. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 321 In addition, on 7 September 2011 a new shareholder acquired an interest in Telma-Sapienza Scarl, thus reducing Poste Italiane SpA’s holding from 32.45% to 32.18%. Following the entry of a further new shareholder on 1 March 2012, the interest in Telma-Sapienza Scarl was reduced from 32.18% to 30.20%. The following table shows a list of investments in subsidiaries and associates at 31 December 2011: 7.4 - List of investments in subsidiaries and associates Name Subsidiaries Banca del Mezzogiorno MCC SpA(2) BancoPosta Fondi SpA SGR CLP ScpA Consorzio per i Servizi di Telefonia Mobile ScpA(3) EGI SpA Mistral Air Srl Poste Energia SpA Poste Tributi ScpA PosteTutela SpA Poste Vita SpA(3) Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Associates Telma-Sapienza Scarl(4) (1) (2) (3) (4) % interest Share capital(1) Profit/(loss) for the year Carrying amount of Equity Share of Equity Carrying Difference between amount at Equity and 31 Dec 2011 carrying amount 100 100 51 132,509 12,000 516 699 8,357 - 139,273 74,757 516 139,273 74,757 263 139,978 12,000 263 (705) 62,757 - 51 55 100 100 70 100 100 100 100 100 100 100 120 103,200 530 120 2,583 153 866,608 6,450 20,400 32,561 2,582 56,339 6,371 (2,178) 94 1,156 131,736 4,100 (25,019) 16,568 1,284 (7,619) 120 441,997 2,512 972 2,583 9,310 1,607,118 42,839 125,688 61,599 4,548 44,894 61 243,098 2,512 972 1,808 9,310 1,607,118 42,839 125,688 61,599 4,548 44,894 61 191,410 12,269 120 1,808 818 868,481 12,789 124,375 71,030 5,815 45,805 51,688 (9,757) 852 8,492 738,637 30,050 1,313 (9,431) (1,267) (911) 32.18 1,523 - - - 980 (980) Consortium fund in the case of consortia. The registered offices of subsidiaries and associates are all located in Rome. The profit/(loss) for the period refers to the period from 1 August 2011 (the date of the company’s acquisition) to 31 December 2011. 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. Figures unavailable. The impairment testing of investments required by the related accounting standards has been conducted. The tests carried out at 31 December 2011 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 1% was used in the tests carried out at 31 December 2011. Based on the available prospective information and the results of the impairment tests conducted, the value of the investment in Postel SpA has been written down by 7,200 thousand euros (note 31.1). Separate financial statements 322 8 - FINANCIAL ASSETS ATTRIBUTABLE TO BANCOPOSTA Financial assets attributable to BancoPosta break down as follows at 31 December 2011 and 2010. 8.1 - Financial assets attributable to BancoPosta Balance at 31 December 2011 Item Note Receivables Held-to-maturity financial assets Fixed income instruments Available-for-sale financial assets Fixed income instruments Equity instruments Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Total [8.8] [8.8] Non-current assets Current assets - Balance at 31 December 2010 Total Non-current assets Current assets Total 8,754,179 8,754,179 - 7,430,751 7,430,751 13,616,562 13,616,562 747,331 747,331 14,363,893 14,363,893 12,969,208 12,969,208 1,799,005 1,799,005 14,768,213 14,768,213 12,691,923 12,669,254 22,669 772,764 772,764 - 13,464,687 13,442,018 22,669 13,593,533 13,567,567 25,966 968,001 968,001 - 14,561,534 14,535,568 25,966 68,772 17,642 68,772 4,798 12,844 26,377,257 10,291,916 86,414 73,570 12,844 36,669,173 87,252 953 25,228 953 62,024 26,649,993 10,198,710 88,205 26,181 62,024 36,848,703 These operations regard the financial services provided by the Company pursuant to Presidential Decree 144/2001, which from 2 May 2011 are attributable to the ring-fenced capital, and which relate to the management of postal current accounts deposits, carried out in the name of BancoPosta but subject to statutory restrictions on the investment of the liquidity in compliance with the applicable legislation, and the management of collections and payments 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, signed on 8 May 2009 and extended with an addendum dated on 29 September 2011, expires on 30 June 2012, and requires BancoPosta to provide daily statements of all cash flows, with a delay of one bank working day with respect to the transaction date. RECEIVABLES Receivables break down as follows: 8.2 - Financial receivables attributable to BancoPosta Balance at 31 December 2011 Item Non-current assets Current assets Balance at 31 December 2010 Total Non-current assets Current assets Total Amounts deposited with the MEF MEF on behalf of the Italian Treasury Other financial receivables - 7,060,499 793,537 900,143 7,060,499 793,537 900,143 - 6,173,455 829,234 428,062 6,173,455 829,234 428,062 Total - 8,754,179 8,754,179 - 7,430,751 7,430,751 Poste Italiane | Annual Report 2011 Notes to the separate financial statements 323 Amounts deposited with the MEF As provided for in the specific agreement with the MEF, renewed on 1 April 2011, approved by Ministerial Decree and valid until 31 December 2011, these deposits regard the investment of liquidity deriving from current account deposits by Public Sector entities with the parent and are remunerated at a floating rate in line with the European Commission’s Decision of 16 July 2008. MEF on behalf of the Italian Treasury 8.3 - MEF on behalf of the Italian Treasury Balance at 31 December 2011 Balance at 31 December 2010 Non-current assets Current assets Total Non-current assets Current assets Total Balance of cash flows for advances - 1,439,513 1,439,513 - 1,177,544 1,177,544 Balance of cash flows from management of postal savings - (358,238) (358,238) - (73,403) (73,403) Amounts payable for responsibility for robberies - (160,224) (160,224) - (160,499) (160,499) Amounts payable for operational risks - (127,514) (127,514) - (114,408) (114,408) Total - 793,537 793,537 - 829,234 829,234 Item Balance of cash flows for advances 8.4 - Balance of cash flows for advances Balance at 31 December 2011 Non-current assets Current assets - MEF postal current accounts and other payables Ministry of Justice - Orders for payment MEF - State pensions Total Item Net advances Balance at 31 December 2010 Total Non-current assets Current assets Total 1,445,858 1,445,858 - 1,175,460 1,175,460 - (680,713) (680,713) - (679,417) (679,417) - (3,024) (3,024) - 16 16 - 677,392 677,392 - 681,485 681,485 - 1,439,513 1,439,513 - 1,177,544 1,177,544 The balance of cash flows for advances represents the net amount receivable as a result of transfers of deposits and excess liquidity, less advances from the MEF to meet the cash requirements of BancoPosta. Balance of cash flows from the management of Postal Savings This item represents the balance of deposits less withdrawals during the last day of the period and cleared on the first day of the following period. The balance at 31 December 2011 consists of 434,939 thousand euros payable to Cassa Depositi e Prestiti (109,428 thousand euros at 31 December 2010), less 76,701 thousand euros receivable from the MEF for outflows on its behalf (36,025 thousand euros at 31 December 2010). Separate financial statements 324 Amounts payable for responsibility for robberies The Company is liable to the MEF on behalf of the Italian Treasury for losses resulting from robberies and fraud. This liability derives from the cash withdrawals from the Treasury to make up for the losses resulting from these criminal acts, in order to ensure that post offices can continue to operate. Changes in this liability during the period are as follows: 8.5 - Changes in Amounts payable for responsibility for robberies Balance at 1 January Amounts payable for robberies during the year Repayments made Note 2011 2010 [31.1] 160,499 6,778 (7,053) 164,604 6,748 (10,853) 160,224 160,499 Balance at 31 December During 2011 the Company made repayments of 3,683 thousand euros to the Treasury for robberies that took place up to 31 December 2010 and repayments of 2,694 thousand euros for robberies during the first half of 2011. A further 676 thousand euros was repaid following rulings by the Italian Court of Auditors in respect of robberies up to 31 December 1993. Amounts payable for operational risks These payables regard the portion of advances obtained to fund the operations of BancoPosta, relating to advances from the MEF for transactions for which there were insufficient funds. Changes in these payables are as follows: 8.6 - Changes in Amounts payable to the Italian Treasury for operational risks Note Balance at 1 January New payables for operational risks Operational risks that did not occur 2011 114,408 9,462 (1,337) 102,647 11,074 (1,727) [31.1] 8,125 4,981 9,347 (83) 2,497 127,514 114,408 Repayments made Reclassification for Provisions for disputes Balance at 31 December 2010 Other Financial Receivables 8.7 - Other financial receivables Item Balance at 31 December 2011 Balance at 31 December 2010 Guarantee deposits Cheques drawn on third parties awaiting clearance BancoPosta ATM withdrawals to be debited to customer accounts Other amounts to be charged to customers Items awaiting settlement with the banking system Other receivables 503,880 233,407 70,379 39,884 39,057 13,536 90,074 92,718 70,189 138,529 18,624 17,928 Total 900,143 428,062 Guarantee deposits, totalling 503,880 thousand euros include 481,290 thousand euros (89,560 thousand euros al 31 December 2010) provided to counterparties with whom the Company has executed asset swap transactions (with collateral provided by specific Credit Support Annexes) as part of the Group’s cash flow and fair value hedging policies, and 22,590 thousand euros (514 thousand euros at 31 December 2010) provided to counterparties in outstanding repo liabilities on Poste Italiane | Annual Report 2011 Notes to the separate financial statements 325 fixed income securities (with collateral provided by specific Global Master Repurchase Agreements). Other amounts to be charged to customers primarily regard: • amounts due from commercial partners derive from the handling of Postepay card top-ups and the payment of pre-printed bills by their distribution networks, and total 21,689 thousand euros; • use of the debit cards issued by BancoPosta, totalling 11,139 thousand euros; • cheques and other post office securities settled through the clearing house, totalling 3,475 thousand euros (90,821 thousand euros at 31 December 2010). The reduction compared with the previous year is due to optimisation of the process for handling remittances from the clearing house. Items awaiting settlement with the banking system regard debit card payments made at post offices, totalling 37,026 thousand euros, and other items being processed in relation to ATM withdrawals using third-party debit cards, totalling 2,031 thousand euros. INVESTMENTS IN SECURITIES This item regards investments in fixed income euro area government securities with a face value of 30,043,200 thousand euros, and consisting of Italian government securities. 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 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 for the Company by a leading market operator. An Asset & Liability Management system has been created to management the match between customer deposits and investments. During the first half the process of matching the maturity of the portfolio with the new replication model for deposits, introduced in 2010, continued. Changes in Investments in securities in 2011 and 2010 are as follows: 8.8 - Changes in Investments in securities HTM Purchases Face value Total Face value Fair value 13,114,650 13,287,112 14,092,700 15,067,840 100,000 2,695,000 2,814,133 6,967,000 7,196,615 1,911,000 (150,000) (154,059) (5,707,350) (5,814,550) (2,011,000) (2,025,807) (7,868,350) (7,994,416) (1,150,000) (1,150,000) (835,000) (835,000) - - (1,985,000) (1,985,000) Sales Redemptions FVPL Carrying amount Securities Balance at 31 December 2009 AFS Face value Fair value Face Value Carrying amount 104,021 27,307,350 28,458,973 1,921,109 11,573,000 11,931,857 Transfers to Equity reserves - (17,857) - (227,728) - - - (245,585) Increase/(Decrease) in accrued income - (5,029) - 17,645 - 677 - 13,293 Change in amortised cost - (6,087) - 9,912 - - - 3,825 Fair value gains/(losses) through profit or loss - - - (24,694) - - - (24,694) Fair value gains/(losses) through Equity - - - (854,472) - - - (854,472) 14,509,650 14,768,213 14,517,350 14,535,568 - - 29,027,000 29,303,781 1,300,000 1,225,677 5,873,200 5,768,963 - - 7,173,200 6,994,640 (50,000) (50,576) (3,838,500) (3,824,282) - - (3,888,500) (3,874,858) Balance at 31 December 2010 Purchases Sales Redemptions (1,522,000) (1,522,000) (746,500) (746,500) - - (2,268,500) (2,268,500) Transfers to Equity reserves - (44,557) - (114,189) - - - (158,746) Increase/(Decrease) in accrued income - (14,103) - 2,163 - - - (11,940) Change in amortised cost - 1,239 - 23,242 - - - 24,481 Fair value gains/(losses) through profit or loss - - - 407,960 - - - 407,960 Fair value gains/(losses) through Equity - - - (2,610,907) - - - (2,610,907) 14,237,650 14,363,893 15,805,550 13,442,018 - - 30,043,200 27,805,911 Balance at 31 December 2011 Separate financial statements 326 At 31 December 2011 the fair value of the held-to-maturity portfolio, accounted for at amortised cost, is 13,174,718 thousand euros (including 222,786 thousand euros in accrued daily interest payments). A notional amount of 1,552,000 thousand euros regards securities that are encumbered as they have been used as collateral for repurchase agreements (note 20.1). The fair value of the available-for-sale portfolio is 13,442,018 thousand euros (including 226,519 thousand euros in accrued daily interest payments). A notional amount of 600,000 thousand euros regards encumbered investments in securities used as collateral for repurchase agreements (note 20.1). In addition, securities with a notional amount of 230,000 thousand euros had been used as collateral for repurchase agreements unwound in January 2012. The overall fair value loss of 2,202,947 thousand euros for the year is recognised in the relevant Equity reserve, consisting of a loss of 2,610,907 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 407,960 thousand euros relating to the hedged portion. The losses reflect the downgrade of Italy’s credit rating in the second half of 2011. INVESTMENTS IN EQUITY INSTRUMENTS Equity instruments primarily include: • 21,682 thousand euros relating to the fair value of 75,628 class B shares in MasterCard Incorporated held by the Parent Company (150,628 shares with a fair value of 25,263 thousand euros at 31 December 2010). These equity instruments are not quoted on a regulated market but, should it be necessary to sell them, they may be converted into an equal number of Class A shares, which are listed on the New York Stock Exchange. 75,000 shares were sold to third parties during the year, realizing a gain of 20,318 thousand euros; • 870 thousand euros relating to the fair value of 11,144 class C shares in Visa Incorporated (11,144 shares with a fair value of 586 thousand euros at 31 December 2010). 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; • 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. Fair value gains during the period amount to 9,282 thousand euros and have been recognised in the relevant Equity reserve (note 17). DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative financial instruments are as follows: 8.9 - Changes in Derivative financial instruments Cash flow hedges Note Forward purchases notional Fair value hedges Asset swaps fair value notional Asset swaps fair value notional fair value FV through profit or loss Forward purchases Forward sales notional fair value notional fair value Total notional fair value Balance at 1 January 2010 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 (**) Transactions settled (***) Balance at 31 December 2010 Increases/(Decreases) (*) Discontinued CFHs Gains/(Losses) through profit or loss (**) Transactions settled (***) Balance at 31 December 2011 (52,113) - - - - - (24) - - - - - (24) (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) 3,190,000 (79,933) 1,710,000 (68,177) 750,000 (417,249) - - - - 5,650,000 (565,359) (1,050,000) (5,911) - - - - 1,050,000 5,911 - - - - - - - (450) - (552) - - - - - (1,002) (2,060,000) 68,263 (250,000) (46,588) - 9,513 - - - - (2,310,000) 31,188 800,000 (31,281) 3,533,750 (122,555) 3,700,000 (389,544) 1,050,000 5,911 - - 9,083,750 (537,469) of which: Derivative assets Derivative liabilities (*) 300,000 2,064 950,000 71,506 - - 550,000 12,844 - - 1,800,000 86,414 [20.1] 500,000 (33,345) 2,583,750 (194,061) 3,700,000 (389,544) 500,000 (6,933) - - 7,283,750 (623,883) Increases /(Decreases) refer to the notional amount 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. N.B.: The opening balance and changes in 2010 solely regard derivative financial instruments associated with investments in securities. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 327 During the year the following transactions in relation to cash flow hedges were carried out: • the settlement of forward purchases outstanding at 31 December 2010 with a notional amount of 720,000 thousand euros; • the execution of new forward purchase agreements with a notional amount of 3,190,000 thousand euros (so-called cash flow hedges of forecast transactions), including 1,340,000 thousand euros already settled at 31 December 2011; • the reclassification of forward purchases with a notional amount of 1,050,000 thousand euros to derivative financial instruments at fair value through profit and loss, following early settlement and resulting discontinuation15 of the hedges in February 2012; • the execution of asset swaps on securities purchased during the period and with a notional amount 1,710,000 thousand euros and the extinguishment of asset swaps on securities sold, previously protected by cash flow hedges, with a notional amount of 250,000 thousand euros; as a result of these transactions, at 31 December 2011 the Parent Company reports outstanding assets swaps with a total notional amount of 3,533,750 thousand euros with which BancoPosta has purchased a fixed rate of 4.86% (the weighted average of the rates provided for in the contracts) and sold a floating rate on inflation-linked BTPs (BTP€i) and CCTeus indexed to 6-month Euribor. The effective portion of these instruments recorded an overall fair value loss of 148,110 thousand euros during the year, which is reflected in the Cash flow hedge reserve. During 2011 BancoPosta 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 asset swaps with a total notional amount of 750,000 thousand euros, including 350,000 thousand euros to be activated in 2015 and 400,000 thousand euros to be activated 2016. 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, the effective portion of these instruments have undergone an overall net fair value loss of 417,249 thousand euros, whilst the hedged securities (note 8.8) have recorded a fair value gain of 407,960 thousand euros, with the difference of 9,289 thousand euros being due to paid or maturing differentials. The losses reflect the downgrade of Italy’s credit rating in the second half of 2011, given that the related exposure is not hedged. Finally, with regard to derivative financial instruments measured at fair value through profit or loss, the above discontinued hedge was settled in 2012 through forward sales with net proceeds of 55,618 thousand euros, after deducting the fair value previously reported at 31 December 2011, totalling 5,911 thousand euros. 15. Discontinuation 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. Separate financial statements 328 9 - FINANCIAL ASSETS At 31 December 2011 and 2010 financial assets outside the ring-fence are as follows: 9.1 - Financial assets Balance at 31 December 2011 Item Balance at 31 December 2010 Non-current assets Current assets Total Non-current assets Current assets Total 760,928 545,280 215,648 427,670 4,500 423,170 1,188,598 516,060 222,796 293,264 103,933 5,775 98,158 619,993 1,276,988 768,076 508,912 531,603 4,500 428,945 98,158 1,808,591 991,800 655,560 336,240 463,528 4,500 367,200 91,828 20,517 20,517 1,475,845 500,205 198,118 302,087 108,691 104,591 4,100 2,416 2,416 611,312 1,492,005 853,678 638,327 572,219 4,500 471,791 95,928 22,933 22,933 2,087,157 Loans and receivables Loans Receivables Available-for-sale financial assets Equity instruments Fixed income instruments Other investments Derivative financial instruments Fair value hedges Total LOANS AND RECEIVABLES Loans Loans refer entirely to amounts due from Group companies, and break down as follows: Non-current portion: • 540,000 thousand euros relating to four 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. These loans include an irredeemable loan of 250,000 thousand euros disbursed on 18 April 2008; a residual loan of 90,000 thousand euros with a term to maturity of up to 5 years, with the original amount of 350,000 thousand euros disbursed on 24 June 2010 and which was partially repaid in 2011; a loan of 50,000 thousand euros with a term to maturity of up to 5 years, disbursed on 20 September 2011; and an irredeemable loan of 150,000 thousand euros disbursed on 20 September 2011; • 5,280 thousand euros relating to the non-current portion of three 5-year loans (1,200, 480 and 3,600 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: • 216,830 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 9.2; • 5,966 thousand euros in interest accrued at 31 December 2011 on loans to the subsidiaries, Poste Vita SpA and Postel SpA, accounted for in the non-current portion above. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 329 9.2 - Current portion of loans and receivables Name Direct subsidiaries Mistral Air Srl Poste Energia SpA Postel SpA Postecom SpA SDA Express Courier SpA Accrued interest on non-current loans Total Balance at 31 December 2011 InterLoans company Total accounts Balance at 31 December 2010 InterLoans company Total accounts 3,005 5,280 20,028 28,313 5,966 34,279 5,280 20,040 25,320 2,136 27,456 7,077 2,868 87,892 3,779 86,901 188,517 188,517 10,082 2,868 93,172 3,779 106,929 216,830 5,966 222,796 5,759 1,805 106,442 56,656 170,662 170,662 5,759 1,805 111,722 76,696 195,982 2,136 198,118 Receivables Receivables break down as follows: 9.3 - Receivables Balance at 31 December 2011 Balance at 31 December 2010 Non-current assets Current assets Total Non-current assets Current assets Total Due from parent 202,809 repayment of loans accounted for in liabilities 202,809 repayment of interest for 2010 on loan (Law 887/84) Due from buyers of service accommodation 12,839 Due from others Provisions for doubtful debts Total 215,648 289,535 279,902 9,633 4,406 (677) 293,264 492,344 482,711 9,633 12,839 4,406 (677) 508,912 324,503 324,503 11,737 336,240 302,087 292,454 9,633 677 (677) 302,087 626,590 616,957 9,633 11,737 677 (677) 638,327 Item At 31 December 2011 the fair value of receivables, totalling 482,711 thousand euros, due from the parent, the MEF, in the form of the residual principal to be repaid on loans accounted for in liabilities, is 477,201 thousand euros. At 31 December 2010 the fair value of this item, at that time accounted for at 616,957 thousand euros, was 627,630 thousand euros. The carrying amount of other receivables in this category approximates to fair value. Receivables due from the parent, the MEF, amounting to 492,344 thousand euros, primarily regard a receivable of 482,711 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 cost16 of a receivable with a face value of 505,773 thousand euros, which is expected to be collected by 2016. During 2011 Poste Italiane SpA collected receivables with a face value of 154,526 thousand euros and estimated accrued finance income on the present value of the receivables to be 20,280 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 887/8417. 16. 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. 17. 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 2009 was, instead, paid to Poste Italiane SpA from 2007. Separate financial statements 330 The face value of these receivables is as follows: Legislation Face value of receivable Law 227/75 (mechanisation of PO services) 17,706 Law 39/82 (subsequent changes to PO services) 283,028 Law 887/84 203,378 Law 41/86 1,661 Total 505,773 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. 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 yet to be collected. Amounts due from others, totalling 4,406 thousand euros, include: • guarantee deposits, totalling 3,729 thousand euros, accounted for in current assets, in favour of counterparties with whom the Company has entered into outstanding repo liabilities on fixed income securities (with collateral provided by specific Global Master Repurchase Agreements) (note 21.3); • 677 thousand euros due from a counterparty declared bankrupt in 2008 and written off in the same year, resulting from early extinguishment of two Interest Rate Swaps in accordance with the related contracts terms. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets break down as follows: 9.4 - Available-for-sale financial assets Balance at 31 December 2011 Equity instruments Fixed income instruments Fiduciary deposits Mutual investment funds Other investments Total Balance at 31 December 2010 4,500 428,945 4,500 471,791 94,466 3,692 92,098 3,830 98,158 531,603 95,928 572,219 Changes during the year are as follows: 9.5 - Changes in Available-for-sale financial assets 2011 Equity Fixed income Other Note instruments instruments investments 4,500 Balance at 1 January 471,791 Total 95,928 572,219 2010 Equity Fixed income Other instruments instruments investments 4,500 101,143 99,225 - 500,324 2,089 (73,890) - (7,241) - (24,569) - 99,225 - (75,979) FV gains and losses through profit or loss - 33,115 Change in amortised cost - (354) - (354) - (1,257) - (1,257) Accrued income - 5,776 411 6,187 - 4,629 270 4,899 Sales/redemptions/settlement of accrued income - (104,629) (270) (104,899) - (101,238) (261) (101,499) 4,500 428,945 98,158 531,603 4,500 471,791 95,928 572,219 Additions/Disbursements FV gains and losses through Equity Balance at 31 December Poste Italiane | Annual Report 2011 [17.1] - Total 94,272 199,915 - 33,115 - 500,324 1,647 (5,594) - (24,569) Notes to the separate financial statements 331 Equity instruments This item refers to the historical cost of the 15% interest in Innovazione e Progetti ScpA, the value of which is unchanged with respect to the previous year. Fixed income instruments This item regards investments in BTPs with a total face value of 500,000 thousand euros (a fair value of 428,945 thousand euros), including 100,000 thousand euros purchased in 2011. Of this amount, securities worth 375,000 thousand euros have been hedged via the asset swaps classified as fair value hedges, as described in note 9.6. All these securities are encumbered investments used as collateral for repurchase agreements entered into by the Company (note 21.3). In 2011 the Company collected fixed income bonds issued by Cassa Depositi e Prestiti SpA with a face value of 100,000 thousand euros. Other Investments Other investments regard: • a fiduciary deposit with a face value of 93,550 thousand euros (unchanged with respect to the end of 2010), established 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 2011 is 94,466 thousand euros (92,098 thousand euros at 31 December 2010). At 31 December 2011 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 amount of 60 million euros18. • Units of equity mutual investment funds with a fair value of 3,692 thousand euros (3,830 thousand euros at 31 December 2010). DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivative assets and liabilities are as follows: 9.6 - Changes in Derivative financial instruments 2011 Note Balance at 1 January Increases/(Decreases) Income/ Expenses through profit or loss Transaction settled Balance at 31 December 2010 Fair value hedges 22,933 (37,191) 10 4,717 (9,531) Fair value through profit or loss - - - - (9,531) Cash flow hedges - Fair value Fair value through hedges profit or loss Total 22,922 - 22,922 11 11 22,933 - 22,933 Total 22,933 (37,191) 10 4,717 (9,531) Cash flow hedges - - - - 22,933 - (9,531) - - of which: Derivative assets Derivative liabilities [21.1] - 22,933 - - 18. 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 and, following the bankruptcy of one of the counterparties to the CDSs, an impairment of 13,950 thousand euros was recognised in 2010. 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. Separate financial statements 332 At 31 December 2011 outstanding derivative financial instruments, registering fair value19 losses of 9,531 thousand euros consist of nine asset swaps used as fair value hedges entered into in 2010 to protect the value of BTPs with a notional amount of 375 million euros from movements in interest rates. These instruments have enabled the Company to sell the fixed rate on the BTPs of 3.75% and purchase a suitable floating rate. 10 - TRADE RECEIVABLES Trade receivables break down as follows: 10.1 - Trade receivables Balance at 31 December 2011 Non-current assets 181,555 - Current assets 1,243,271 271,567 5,502 1,310,277 181,555 181,555 2,830,617 350,208 60,907 355,045 766,160 3,596,777 Item Customers Subsidiaries Associates Parents Trade receivables attributable to Poste Italiane Customers Subsidiaries Parents Trade receivables attributable to BancoPosta RFC Total trade receivables Balance at 31 December 2010 Total 1,424,826 271,567 5,502 1,310,277 Non-current assets 216,583 - Current assets 1,056,187 222,912 171 948,552 Total 1,272,770 222,912 171 948,552 3,012,172 350,208 60,907 355,045 766,160 3,778,332 216,583 216,583 2,227,822 1,023,597 26,714 228,102 1,278,413 3,506,235 2,444,405 1,023,597 26,714 228,102 1,278,413 3,722,818 CUSTOMERS This item breaks down as follows: 10.2 - Receivables due from customers Balance at 31 December 2011 Item Ministries and Public Sector entities Overseas correspondents Unfranked mail delivered on behalf of third parties Users of telegraphic services Other trade receivables Provisions for doubtful debts Customers attributable to Poste Italiane Ministries and Public Sector entities Cassa Depositi e Prestiti Overdrawn current accounts Amounts due for other BancoPosta services Provisions for doubtful debts Customers attributable to BancoPosta RFC Total customers Non-current assets Current assets 176,941 24,614 (20,000) 181,555 181,555 835,201 219,007 112,744 40,253 242,590 (206,524) 1,243,271 103,627 149,606 126,645 96,447 (126,117) 350,208 1,593,479 Balance at 31 December 2010 Total Non-current assets Current assets Total 1,012,142 219,007 137,358 40,253 242,590 (226,524) 1,424,826 103,627 149,606 126,645 96,447 (126,117) 350,208 1,775,034 216,583 216,583 216,583 781,643 184,210 126,992 45,131 149,662 (231,451) 1,056,187 107,870 842,556 100,952 106,269 (134,050) 1,023,597 2,079,784 998,226 184,210 126,992 45,131 149,662 (231,451) 1,272,770 107,870 842,556 100,952 106,269 (134,050) 1,023,597 2,296,367 19. 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 2011 Notes to the separate financial statements 333 Amounts due from customers outside the ring-fence Ministries and Public sector entities These items primarily regard amounts due from the following entities: • Cabinet Office - Publishing department: 389,206 thousand euros, corresponding to a face value of 415,465 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 176,941 thousand euros (corresponding to a face value of 203,200 thousand euros) is classified in Non-current assets; • the Italian Office for National Statistics: 88,572 thousand euros regarding the printing, enveloping and delivery of the package for the 2011 national census; • 62,426 thousand euros due from the tax authorities, primarily deriving from the provision of integrated mail services (34,716 thousand euros) and the postage of unfranked mail (24,733 thousand euros); • 58,362 thousand euros due from the Ministry for Economic Development, including 57,657 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 period); • 52,325 thousand euros due to the Parent Company from the Equitalia group, including 51,631 thousand euros for the notification of tax assessments; • 41,756 thousand euros due from the Ministry of Internal Affairs, including 22,759 thousand euros for integrated notification services and 18,997 thousand euros as payment for the franking of mail on credit; • 39,608 thousand euros due from the Municipality of Rome, primarily in relation to the delivery of administrative notices; • 29,879 thousand euros due from Lazio Regional Authority, primarily for the delivery of administrative notices; • 28,701 thousand euros due from the Municipality of Milan, primarily for the delivery of administrative notices; • 21,953 thousand euros payable by the Ministry of Justice, primarily for the delivery of administrative notices (19,491 thousand euros) and the postage of unfranked mail (2,462 thousand euros). Overseas correspondents This item includes 218,349 thousand euros regarding postal services carried out by the Company for overseas postal operators, and 658 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. 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 (27,334 thousand euros) and other telegraphic services (12,919 thousand euros). Other trade receivables This item includes: • receivables deriving from unfranked mail on own behalf (89,325 thousand euros); • receivables deriving from parcel post operations (16,265 thousand euros); • receivables deriving from the lease of commercial and residential properties, and premises used as canteens and bars (13,128 thousand euros); • receivables deriving from the distribution of telephone directories (12,838 thousand euros); • receivables generated by the Posta Easy service (12,065 thousand euros). Separate financial statements 334 Provisions for doubtful debts attributable to Poste Italiane 10.3 - Changes in Provisions for doubtful debts attributable to Poste Italiane Overseas postal operators Public Sector entities Private customers For overdue interest Balance at 1 Jan 2010 8,259 111,525 73,639 193,423 5,693 Provisions for doubtful debts attributable to Poste Italiane Net Deferred provisions revenues 1,922 6,537 3,213 27,159 570 35,618 3,783 3,411 - 199,116 39,029 Balance at Net Deferred Balance at Uses 31 Dec 2010 provisions revenues Uses 31 Dec 2011 (14) 10,167 (3,072) 7,095 (8,517) 112,758 (2,353) 3,212 113,617 (240) 101,128 (7,664) 502 93,966 (8,771) 224,053 (13,089) 3,714 214,678 (1,706) 7,398 6,039 - (1,591) 11,846 3,783 (10,477) 231,451 (7,050) 3,714 (1,591) 226,524 A portion of Provisions for doubtful debts was released to the income statement in 2011, reflecting the probable collection of items originally deemed unlikely to be recovered. Provisions regarding amounts due from Public Sector entities regard amounts that may be partially unrecoverable as a result of legislation restricting public spending, delays in payment and problems at debtor entities. Amounts due from customers of BancoPosta RFC Ministries and Public Sector Entities These items primarily regard amounts due from the following entities: • 69,883 thousand euros due from INPS, including 61,404 thousand euros due for the payment of pensions by BancoPosta and attributable entirely to 2011; • 19,229 thousand euros payable to BancoPosta by the Ministry of Justice for the payment service provided for legal system expenses; • 9,104 thousand euros due from the tax authorities, primarily deriving from the payment of tax rebates (5,284 thousand euros, the collection of taxes (2,134 thousand euros) and the collection of tax returns (888 thousand euros). Cassa Depositi e Prestiti This item includes 129,050 thousand euros in fees and commissions due for 2011 in relation to the management of postal savings accounts by BancoPosta, with the remainder regarding previous years. Overdrawn current accounts These are amounts due to BancoPosta for temporarily overdrawn current accounts due almost entirely to the debit of recurring bank charges, and include accumulated sums that BancoPosta is in the process of recovering, and which have largely been written down. Amounts due for other BancoPosta services This refers to amounts due on insurance and banking services, on personal loans, on overdrafts and on mortgages sold on behalf of third parties, totalling 77,314 thousand euros. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 335 Provisions for doubtful debts attributable to BancoPosta 10.4 - Changes in Provisions for doubtful debts attributable to BancoPosta Public Sector entities Private customers For overdue interest Balance at 1 Jan 2010 42,115 80,694 122,809 43 Provisions for doubtful debts attributable to BancoPosta Net Deferred provisions revenues 72 12,899 12,971 131 - 122,852 13,102 - Balance at Net Deferred Uses 31 Dec 2010 provisions revenues (1,881) 40,306 (16,878) 93,593 8,769 (1,881) 133,899 (8,109) (23) 151 202 (1,904) 134,050 (7,907) - Balance at Uses 31 Dec 2011 23,428 102,362 125,790 (26) 327 (26) 126,117 A portion of Provisions for doubtful debts was released to the income statement in 2011, reflecting the probable collection of items originally deemed unlikely to be recovered. Provisions for doubtful debts relating to private customers almost entirely regard the risk of not recovering numerous individually immaterial amounts due from overdrawn current account holders. DIRECT AND INDIRECT SUBSIDIARIES Trade receivables due from subsidiaries are as follows: 10.5 - Receivables due from subsidiaries Name Balance at 31 December 2011 Balance at 31 December 2010 3,820 16,277 475 1,156 785 580 3,165 221 59,023 1,045 214,205 13,469 8,677 4,245 916 615 5,684 30 649 437 637 3,355 1,293 276 24,123 1,315 183,542 11,082 6,505 5,121 - 8 7 1,561 266 2,193 315 65 332,474 60,907 4 3 1,084 259 3,362 183 67 249,626 26,714 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 Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA SDA Express Courier SpA Banca del Mezzogiorno MCC SpA Indirect subsidiaries Address Software Srl Docutel SpA Italia Logistica Srl (1) Kipoint SpA Poste Assicura SpA PostelPrint SpA Uptime SpA (1) Total of which attributable to BancoPosta RFC (1) Joint venture. Separate financial statements 336 Trade receivables include: • Postel SpA (196,000 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 (51,343 thousand euros), largely regards fees deriving from the sale of insurance policies through Poste Italiane SpA’s post offices and attributable to BancoPosta RFC. PARENTS Amounts receivable regard trade receivables due from the Ministry of the Economy and Finance. The following table shows a breakdown: 10.6 - Receivables due from parents Item Universal Service Publisher tariff and electoral subsidies Payment for distribution of euro coins Other Provisions for doubtful debts due from parents Receivables due from parents attributable to Poste Italiane Remuneration of current account deposits Payment for delegated services Other Provisions for doubtful debts due from parents Receivables due from parents attributable to BancoPosta RFC Total Balance at 31 December 2011 Balance at 31 December 2010 1,211,432 161,067 6,026 6,492 (74,740) 1,310,277 326,467 36,322 228 (7,972) 355,045 1,665,322 854,330 155,758 6,026 5,293 (72,855) 948,552 190,818 36,322 962 228,102 1,176,654 Universal Service subsidies include 357,101 thousand euros representing the amount due for 2011, 364,463 thousand euros in amounts accrued in 2010, 371,830 thousand euros in amounts accrued in 2009, 32,011 thousand euros in amounts accrued in 2008 and 33,642, 43,722 and 8,663 thousand euros regarding residual amounts accrued in 2007, 2006 and 2005. The balance includes the sum of 323,987 thousand euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account held by the Company at the Italian Treasury and for this reason accounted for in Advances received. This sum cannot be released until the European Commission has ruled on the Contratto di Programma (Planning Agreement) for 2009-2011, and until the MEF has replenished its cash holdings. Electoral subsidies include 23,308 thousand euros accruing in 2011, with the remainder attributable to previous years. At 31 December 2011 almost all these receivables have not been budgeted for by the Government. Payment due for the distribution of euro coins refers to the supply and delivery of euro converters, carried out at the time on behalf of the Cabinet Office. At 31 December 2011 these receivables have not been budgeted for by the Government. The remuneration of current account deposits refers entirely to amounts accruing in 2011 and almost entirely regards the deposit of funds deriving from accounts opened by Public Sector entities. Payments for delegated services regard fees for treasury services carried out on behalf of the State by BancoPosta under the recently renewed Agreement with the MEF. 28,350 thousand euros regards amounts accruing in 2011, with 7,972 thousand euros regards the residual amount due for 2008 and 2007. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 337 10.7 - Changes in Provisions for doubtful debts due from parents Balance at Net 1 Jan 2010 provisions Provisions attributable to Poste Italiane Provisions attributable to BancoPosta RFC Total provisions 77,230 77,230 Deferred revenues Uses - - (4,375) (4,375) Balance at Net Deferred Balance at 31 Dec 2010 provisions revenues Uses 31 Dec 2011 72,855 72,855 1,885 7,972 9,857 - - 74,740 7,972 82,712 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 based on the related financial impact. 11 - OTHER RECEIVABLES AND ASSETS This item breaks down as follows: 11.1 - Other receivables and assets Balance at 31 December 2011 Item Non-current assets Current assets 217,717 Receivables from fixed-term contract settlements Amounts due from social security agencies and pension funds Amounts due from ministries and Public Sector entities for seconded staff Amounts due from others Provisions for doubtful debts due from others Amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions and other assets Guarantee deposits paid to suppliers Third-party deposits in savings books in Poste Italiane's name Prepaid taxes Other receivables and assets attributable to Poste Italiane Prepaid taxes Amounts that cannot be drawn on due to court rulings Stamp duty paid and to be recovered from current account holders Amounts due from others Amounts due from social security agencies and pension funds Provisions for doubtful debts due from others Amounts due from subsidiaries Accrued income and prepaid expenses from trading transactions and other assets Other receivables and assets attributable to BancoPosta RFC Total Other receivables and assets Separate financial statements Balance at 31 December 2010 Total Non-current assets Current assets Total 83,113 300,830 227,536 68,069 295,605 - 89,649 89,649 - 43,642 43,642 (1,392) - 11,019 27,804 (28,280) 19,281 11,019 27,804 (29,672) 19,281 (2,189) - 11,231 22,694 (22,221) 78 11,231 22,694 (24,410) 78 3,101 16,904 - 16,904 3,101 3,035 6,913 - 6,913 3,035 2,937 - 828 2,937 828 2,957 - 4,269 2,957 4,269 222,363 - 220,318 240,166 442,681 240,166 231,339 - 134,675 249,305 366,014 249,305 - 99,179 99,179 - 117,189 117,189 - 6,430 32,752 242 (24,958) 30 6,430 32,752 242 (24,958) 30 - 5,996 50,205 20 (24,127) - 5,996 50,205 20 (24,127) - 222,363 353,841 574,159 353,841 796,522 231,339 5,904 404,492 539,167 5,904 404,492 770,506 338 Other receivables and assets outside the ring-fence Amounts due from staff under fixed-term contracts settlements consist of salaries 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 2011 these receivables regard the total residual present value of amounts due from staff and the former pension fund, IPOST, totalling 300,830 thousand euros. Amounts due from staff are recoverable in the form of variable instalments, the last of which is due in 2031. 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. 11.2 - Receivables from fixed-term contract settlements Balance at 31 December 2011 Non-current assets Current assets Total due from staff under agreement of 2006(1) 20,281 14,017 23,629 17,781 27,686 83,113 34,298 129,917 82,265 54,350 300,830 Item Balance at 31 December 2010 Face Value Non-current assets Current assets Total 37,710 151,719 106,943 55,372 32,672 122,569 33,029 39,266 227,536 14,397 28,477 11,352 13,843 68,069 47,069 151,046 44,381 53,109 295,605 Face Value Receivables due from staff under agreement of 2008(2)106,288 due from staff under agreement of 2010(3) 64,484 due from former IPOST(4) Total 26,664 217,717 52,203 178,534 56,515 55,372 (1) Discounted on the basis of the forward interest rate curve for government securities in issue at 30 June 2006. (2) 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 in the case of individual agreements entered into in 2010, and on the basis of the forward interest rate curve for government securities in issue at 30 June 2011 for individual agreements entered into in the first half of 2011. (4) Discounted on the basis of the forward interest rate curve for government securities in issue at 31 December 2009. Other receivables due from subsidiaries are shown below: 11.3 - Other amounts due from subsidiaries Name Balance at 31 December 2011 Balance at 31 December 2010 18,929 34 84 84 150 19,281 12 19 8 39 78 Direct subsidiaries Poste Vita SpA Postecom SpA Postel SpA PosteMobile SpA PosteShop SpA Total These items primarily regard amounts due to Poste Italiane SpA as the consolidating entity in the tax consolidation arrangement. Changes in Provisions for doubtful debts are as follows: Poste Italiane | Annual Report 2011 Notes to the separate financial statements 339 11.4 - Changes in Provisions for doubtful debts due from others attributable to Poste Italiane Balance at 1 Jan 2010 11,451 Public Sector entities for sundry services 2,189 Amounts due under fixed-term contract settlements Other receivables 10,800 24,440 Provisions attributable to Poste Italiane Net provisions (984) 954 (30) Uses - Balance at 31 Dec 2010 10,467 2,189 11,754 24,410 Net provisions (406) 5,668 5,262 Uses - Balance at 31 Dec 2011 10,061 2,189 17,422 29,672 Provisions for amounts due from Public Sector entities regard accrued payments for staff seconded to ministries and Public Sector entities. Other receivables and assets attributable to BancoPosta RFC Prepaid taxes primarily include advances paid to the tax authorities, including 216,796 thousand euros in stamp duty to be paid in virtual form in 2012, and 23,365 thousand euros as withholding tax on interest paid to current account holders for 2011. Amounts that cannot be drawn on due to court rulings include 86,100 thousand euros in amounts seized and not assigned to creditors in the process of recovery and 13,079 thousand euros in amounts stolen from the Company in December 2007 as a result of an attempted fraud and currently deposited with an overseas bank. The latter sum 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 2011. Other receivables due from subsidiaries regards amounts due from Poste Tutela SpA. Changes in Provisions for doubtful debts are as follows: 11.5 - Changes in Provisions for doubtful debts due from others attributable to BancoPosta Public Sector entities for sundry services Other receivables Provisions attributable to BancoPosta RFC Balance at 1 Jan 2010 10,941 1,362 12,303 Net provisions 64 11,760 11,824 Uses - Balance at 31 Dec 2010 11,005 13,122 24,127 Net provisions 110 721 831 Uses - Balance at 31 Dec 2011 11,115 13,843 24,958 12 - CASH AND DEPOSITS ATTRIBUTABLE TO BANCOPOSTA 12.1 - Cash and deposits attributable to BancoPosta Item Cash and valuables in hand Cheques Bank deposits Total Separate financial statements Balance at 31 December 2011 Balance at 31 December 2010 2,263,847 320 295,827 2,559,994 2,314,930 50 36,265 2,351,245 340 Cash at post offices, relating exclusively to BancoPosta RFC, consists of cash deposits on postal current accounts, postal savings products (Interest-bearing Postal Certificates and Post Office Savings Books) or advances obtained from the Treasury to fund post office operations. This cash may only be used in settlement of these obligations. Cash and valuables in hand are held at post offices (799,178 thousand euros) and companies that provide cash transportation services whilst awaiting transfer to the Italian Treasury (1,464,669 thousand euros). Bank deposits relate to BancoPosta RFC‘s operations and include amounts deposited in an account with the Bank of Italy to be used in interbank settlements, totalling 205,217 thousand euros. 13 - CASH AND CASH EQUIVALENTS This item breaks down as follows: 13.1 - Cash and cash equivalents Item Balance at 31 December 2011 Balance at 31 December 2010 Bank deposits and amounts held at the Italian Treasury Cash and valuables in hand 367,329 2,523 54,885 2,442 Cash and cash equivalents attributable to Poste Italiane Deposits with the MEF Cash and valuables in hand Bank deposits 369,852 829,399 7,882 1,670 57,327 840,624 9,241 788 Cash and cash equivalents attributable to BancoPosta RFC 838,951 850,653 1,208,803 907,980 Total cash and cash equivalents BANK DEPOSITS AND AMOUNTS HELD AT THE ITALIAN TREASURY Deposits with the Italian Treasury include a non-interest bearing escrow account of 323,987 thousand euros deposited by the MEF in December 2011 as an advance on Universal Service subsidies due. In addition, bank deposits include 17,765 thousand euros that cannot be drawn on due to court rulings regarding various disputes. DEPOSITS WITH THE MEF Cash deposited in postal current accounts is subject to the same requirements as apply to the investment of deposits by BancoPosta’s private current account holders. In the agreement with the MEF regarding treasury services carried out by BancoPosta signed on 8 May 2009, extended with an addendum dated 29 September 2011 and valid until 30 June 2012, a portion of private current account deposits may be deposited 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 floating rate calculated, until 30 November 2011, on the basis of the average yield on Short-term Italian Treasury Certificates (BOT) issued by the MEF in the relevant six-month period and, from 1 December 2011, on the basis of the ECB’s Main Refinancing Operations (MRO) rate. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 341 14 - NON-CURRENT ASSETS HELD FOR SALE This item, regarding Poste Italiane functions outside the ring-fence, breaks down as follows: 14.1 - Non-current assets held for sale 2011 2010 6,060 (2,631) (465) 2,687 (937) (465) Carrying amount 2,964 1,285 Changes during the year Acquisitions Reclassifications of non-current assets(1) Disposals(2) Reclassification from provisions for other liabilities and charges 3,791 (187) - 5,415 (3,736) - Total changes 3,604 1,679 12,610 (5,577) (465) 6,060 (2,631) (465) 6,568 2,964 6,843 (3,052) - 9,306 (3,891) - 3,791 5,415 Disposals Cost Accumulated depreciation Accumulated impairments (293) 106 - (5,933) 2,197 - Total (187) (3,736) Balance at 1 January Cost Accumulated depreciation Impairments 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 41 million euros. Recognition of this item has not resulted in charges recognised in the income statement. 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. Al 31 December 2011 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 The General Meeting of shareholders held on 14 April 2011 approved payment of dividends totalling 350,000 thousand euros (based on a dividend per share of 0.27 euros). Separate financial statements 342 17 - RESERVES Reserves break down as follows: 17.1 - Reserves Legal reserve Reserve for BancoPosta RFC Fair value reserve Cash flow hedge reserve Total Balance at 1 January 2010 Increases/(Decreases) in fair value during the year 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 - 630,214 (860,640) 274,394 (348,048) 110,277 (824,017) - (118,978) 86,061 (27,445) 33,376 (10,632) 81,360 - 659,587 (774,579) 246,949 (314,672) 99,645 (742,657) 38,640 Balance at 31 December 2010 186,991 - (193,803) (37,618) (44,430) 38,948 - 1,000,000 (2,675,515) 869,131 (68,553) 18,218 (1,856,719) - (148,110) 47,918 (71,034) 22,872 (148,354) - (2,823,625) 917,049 (139,587) 41,090 (2,005,073) 38,948 1,000,000 225,939 1,000,000 (2,050,522) (185,972) (1,010,555) - 1,000,000 (1,991,055) (185,972) (1,177,027) Increases/(Decreases) in fair value during the year 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 2010 Establishment of BancoPosta RFC Balance at 31 December 2011 of which attributable to BancoPosta RFC RESERVE FOR BANCOPOSTA RFC In order to identify ring-fenced capital for the purposes of applying the Bank of Italy’s prudential requirements and protecting creditors, on 26 February 2011 art. 2, paragraphs 17-octies et seq. of Law 10, which converted Law Decree 225 of 29 December 2010 into law, provided that Poste Italiane SpA’s shareholder should form ring-fenced capital to be used exclusively in relation to BancoPosta’s operations, as governed by Presidential Decree 144/2001. As a result of the ensuing resolution, which was approved by the General Meeting held on 14 April 2011 and filed with the Companies’ Register on 2 May 2011, the Parent Company has formed ring-fenced capital (“BancoPosta ring-fenced capital” or “BancoPosta RFC”), and established the assets and contractual rights to be included in the ring-fence and By-laws governing its organisation, management and control (note 2.2). BancoPosta RFC was provided with an initial reserve of 1 billion euros through the attribution of Poste Italiane SpA’s retained earnings. The Parent Company has also drawn up a new model for accounting unbundling, extending the application of unbundling to all the financial statement components generated by revenue and cost components attributable to BancoPosta’s operations. This will result in preparation of a Separate Report, to be attached to the financial statements from the reporting period under review. On 11 July 2011 the Court of Rome certified the absence of any opposition from creditors or of any legal challenge to the above shareholder resolutions, thereby rendering them effective from 2 May 2011. FAIR VALUE RESERVE The Fair value reserve regards changes in the fair value of Available-for-sale financial assets. During 2011 fair value losses totalling 2,675,515 thousand euros included: • 2,601,625 thousand euros regarding the net fair value loss on available-for-sale financial assets attributable to the Group’s Poste Italiane | Annual Report 2011 Notes to the separate financial statements 343 Financial Services, consisting of 2,610,907 thousand euros in losses on securities and 9,282 thousand euros in gains on equity instruments; • 73,890 thousand euros regarding the net fair value loss on available-for-sale financial assets attributable to the Group’s Postal and Business Services described in note 9.5. CASH FLOW HEDGE RESERVE The Cash flow hedge reserve, which primarily reflects changes in the fair value of the effective portion of cash flow hedges outstanding. In 2011 there was a net loss of 148,110 thousand euros on the value of BancoPosta’s derivative financial instruments described in note 8.9. 18 - PROVISIONS FOR LIABILITIES AND CHARGES Changes in provisions are as follows: 18.1 - Changes in Provisions for liabilities and charges in 2010 Balance at 31 Item Dec 2009 Provisions for disputes with third parties 127,731 Provisions for disputes with staff(1) 632,832 Provisions for staff costs Provisions for restructuring charges 115,000 Provisions to the solidarity fund Provisions for taxation/social security contributions 10,888 Other provisions 126,170 1,012,621 11,924 1,024,545 28,543 7,315 Provisions for staff costs Provisions for non-recurring charges 203,860 Provisions for invalidated postal savings certificates 19,464 Provisions attributable to BancoPosta RFC 259,182 Total provisions for liabilities and charges 1,283,727 Overall analysis of provisions: - non-current portion 377,160 - current portion 906,567 Provisions for tax consolidation liabilities Provisions attributable to Poste Italiane Provisions for disputes with third parties Provisions for disputes with staff(1) Provisions 57,075 72,842 162,797 58,706 22,903 374,323 2,929(2) 377,252 18,411 1,203 2,548 49,072 71,234 448,486 Finance costs 344 - Released to income statement (18,970) (4) Uses (7,870) (241,214) (115,000) (3,101) (43,774) Balance at 31 Dec 2010 158,310 464,460 162,797 58,706 7,787 105,295 344 344 173 518 691 1,035 (18,974) (18,974) (905) (25,140) (26,045) (45,019) (410,959) (410,959) (869) (3,917) (10,296) (403) (15,485) (426,444) 957,355 14,853 972,208 45,353 4,601 2,548 217,496 19,579 289,577 1,261,785 1,283,727 (1) (2) 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. Separate financial statements 395,303 866,482 1,261,785 344 18.2 - Changes in Provisions for liabilities and charges in 2011 Balance at 31 Item Dec 2010 158,310 Provisions for non-recurring charges 464,460 Provisions for disputes with third parties 162,797 Provisions for disputes with staff (1) 58,706 Provisions to the solidarity fund 7,787 Provisions for taxation/social security contributions 105,295 Other provisions 957,355 14,853 972,208 45,353 4,601 Provisions for staff costs 2,548 Provisions for non-recurring charges 217,496 Provisions for invalidated postal savings certificates 19,579 Provisions attributable to BancoPosta RFC 289,577 Total provisions for liabilities and charges 1,261,785 Overall analysis of provisions: - non-current portion 395,303 - current portion 866,482 Provisions for tax consolidation liabilities Provisions attributable to Poste Italiane Provisions for disputes with third parties Provisions for disputes with staff (1) Finance costs 531 - Released to income statement (19,618) (19,850) (104,735) (58,706) (11,846) Uses (8,854) (119,654) (58,062) (543) Balance at 31 Dec 2011 271,190 457,162 351,211 7,787 95,247 626,579 2,655(2) 629,234 7,000 748 5,297 24,733 - 531 531 246 (1,316) (214,755) (214,755) (183) (1,483) (5,571) (5,409) (187,113) (2,712) (189,825) (2,057) (2,158) (1,065) (12,277) (505) 1,182,597 14,796 1,197,393 50,359 3,191 5,297 224,381 12,349 37,778 667,012 (1,070) (539) (12,646) (227,401) (18,062) (207,887) 295,577 1,492,970 Provisions 140,821 132,206 351,211 2,341 1,261,785 (1) (2) 504,940 988,030 1,492,970 Net provisions of 101,163 thousand euros for staff costs and 11,941 thousand euros for service costs (legal assistance). These provisions are offset by a reduction in current tax 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 147,821 thousand euros reflect the estimated value of new liabilities measured on the basis of expected outcomes. A reduction of 19,801 thousand euros relates to the non-occurrence of liabilities identified in the past, whilst a reduction of 10,911 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 113,104 thousand euros regard an updated estimate of the 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 current and future compensation payable to an employee in the event of “court-imposed conversion” of a fixed-term contract. Uses, amounting to 121,812 thousand euros, include amounts used to cover the cost of settling disputes, including 17,961 thousand euros in the form of asset seizures by creditors. Provisions are based on the present value of identified liabilities, which are deemed to be short term. Provisions for staff costs of 356,508 thousand euros cover the best estimate of staff-related liabilities accruing during the period, the exact amount of which will be known during 2012. Given that the economic and regulatory context does not permit an accurate assessment of the related final amounts, provisions made for certain liabilities in 2011 have been classified as Provisions for staff costs, unlike in previous years when the liabilities were accounted for in Payables. The provisions decreased as a result of the non-occurrence of liabilities identified in the past (106,218 thousand euros) and the value of disputes settled (59,127 thousand euros). Provisions to the solidarity fund established in 2010 under an agreement between Poste Italiane SpA and the labour unions were released in full to the income statement in September 2011 as the deadline for qualifying for extraordinary income Poste Italiane | Annual Report 2011 Notes to the separate financial statements 345 support provided for by the Fondo di Solidarietà (the Solidarity Fund) established by INPS as a result of Ministerial Decree 178 of 1 July 2005 has expired. Provisions for taxation/social security contributions have been made to cover potential future tax liabilities. 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 the Company, and claims for payment of accrued interest expense due to certain suppliers. Provisions for the year of 2,341 thousand euros primarily refer to the last two types of liability. The provisions decreased during 2011, primarily due to the reclassification of liabilities for seizures to Provisions for disputes with staff. Provisions for tax consolidation losses regard 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 year transferred by such companies. In accordance with the Group’s rules for consolidation, this amount is attributed to these companies, from the tax year for which they contributed tax losses to be included in the consolidation arrangement, provided that there is 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 2,655 thousand euros made during 2011 almost entirely reflect the tax losses transferred to the Group by the subsidiaries, SDA Express Courier SpA and Mistral Air Srl. Provisions of 2,712 thousand euros were used during the period. Provisions for non-recurring charges regard operational risks connected with BancoPosta’s ring-fenced operations. The liability regards, among other things, liabilities arising from the reconstruction of operating ledger entries at the time of the Company’s establishment, liabilities deriving from the provision of delegated services for social security agencies, fraud, compensation and adjustments to income for previous years. Provisions for the year amount to 24,733 thousand euros and primarily regard the latter form of liability. Uses of 12,277 thousand euros refer to liabilities identified or settled during the year. The release of 5,571 thousand euros to the income statement reflects the non-occurrence of liabilities identified in the past. Provisions are based on the present value of the identified liabilities. With regard to BancoPosta’s operations, provisions for expired and statute barred postal savings certificates have been made to cover the cost of redeeming certificates relating to specific issues, the value of which was recognised in revenue in the income statement 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 expired and statute barred. At 31 December 2011 the provisions represent the present value of total liabilities, based on a face value of 21,965 thousand euros, which are expected to be progressively paid off by 2043. Certificates with a total face value of 505 thousand euros were redeemed during the period, whilst the probable timing of redemptions and the discount rate applied to the liabilities were updated on the basis of historical trends over the last five years. 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 2011 and 2010: Separate financial statements 346 19.1 - Changes in provisions for staff termination benefits 2011 2010 1,297,781 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 of which attributable to BancoPosta RFC 62,597 (62,236) 1,419,161 60,215 (68,866) 361 (133,538) (2,002) (8,651) (110,223) (2,506) 1,162,602 15,408 1,297,781 17,018 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 2011 net uses of provisions for staff termination benefits amounted to 133,538 thousand euros, represented by benefits paid, totalling 129,094 thousand euros, substitute tax of 6,114 thousand euros and transfers to a number of Group companies, amounting to 1,730 thousand euros, net of additions of 3,400 thousand euros regarding the use 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 turnover20 (summary data) 2011 2010 4.60% 0.93% 4.55% 1.08% A number of actuarial assumptions were revisited during preparation of the financial statements for the year ended 31 December 2011 to take account of the macroeconomic situation and the effect of new legislation regarding the conditions that need to be met to qualify for retirement. A new discount rate was also adopted and not linked to movements in the spreads applicable to Italian government securities, which during 2011 could have improperly reduced the present value of the liability. 20 - FINANCIAL LIABILITIES ATTRIBUTABLE TO BANCOPOSTA This item breaks down as follows: 20.1 - Financial liabilities attributable to BancoPosta Balance at 31 December 2010 Balance at 31 December 2011 Item Non-current liabilities Current liabilities Total Non-current liabilities 594,492 210,650 383,842 594,492 37,252,267 1,988,550 1,988,550 29,390 16,756 5,701 6,933 2,387,155 41,657,362 37,252,267 1,988,550 1,988,550 623,882 227,406 389,543 6,933 2,387,155 42,251,854 83,080 45,726 37,354 83,080 Payables deriving from postal current accounts Borrowings Bank borrowings Derivative financial instruments Cash flow hedges Fair value hedges Fair value through profit or loss Other financial liabilities Total 20. Frequency of early termination of employment due to resignations and dismissals. Poste Italiane | Annual Report 2011 Current liabilities Total 37,239,803 37,239,803 389,212 389,212 389,212 389,212 90,502 7,422 47,222 1,496 43,280 5,926 1,983,909 1,983,909 39,620,346 39,703,426 Notes to the separate financial statements 347 PAYABLES DERIVING FROM POSTAL CURRENT ACCOUNTS These payables include net amounts accrued at 31 December 2011 and settled with customers in January 2012. The balance includes amounts due to Poste Italiane Group compagnie, totalling 108,248 thousand euros (256,140 thousand euros at 31 December 2010), with 20,415 thousand euros deposited in postal current accounts by Poste Vita SpA (170,579 thousand euros at 31 December 2010). BORROWINGS Bank Borrowings At 31 December 2011 bank borrowings amount to 1,988,550 thousand euros and regard 17 repurchase agreements with a notional amount of 2,152 million euros, entered into with major financial institutions to optimise investments with respect to short-term movements in the current account deposits of private customers. They include an amount due to the subsidiary, Banca del Mezzogiorno – MedioCredito Centrale SpA, totalling 55,389 thousand euros (a notional amount of 54 million euros). BancoPosta RFC has obtained unused committed and uncommitted lines of credit totalling 201,000 thousand euros. The lines of credit are unsecured. DERIVATIVE FINANCIAL INSTRUMENTS Changes in this item during 2011 is described in note 8.9. OTHER FINANCIAL LIABILITIES 20.2 - Other financial liabilities Balance at 31 December 2011 Item prepaid cards domestic and international money transfers cashed cheques endorsed cheques amounts to be credited to customers tax collection and road tax other amounts payable to third parties guarantee deposits payables for items in process Total Non-current liabilities Current liabilities - 724,539 791,642 300,574 211,694 133,846 102,388 59,354 9,520 53,598 2,387,155 Balance at 31 December 2010 Total Non-current liabilities Current liabilities Total 724,539 791,642 300,574 211,694 133,846 102,388 59,354 9,520 53,598 2,387,155 - 644,217 530,463 178,982 179,688 172,557 138,098 38,194 39,720 61,990 1,983,909 644,217 530,463 178,982 179,688 172,557 138,098 38,194 39,720 61,990 1,983,909 Amounts due on prepaid cards represent amounts due to Postepay (717,878 thousand euros) and Pensione card (6,661 thousand euros) customers who have topped up their prepaid cards. Compared with 31 December 2010, the increase in the balance reflects a rise in the number of cards in circulation (8.2 million, compared with 6.8 million). Amounts due on domestic and international money transfers represent the exposure to third parties for: • domestic postal orders totalling 378,269 thousand euros (259,462 thousand euros at 31 December 2010); • domestic and International transfers totalling 410,955 thousand euros (270,214 thousand euros at 31 December 2010); • Moneygram transfers totalling 2,418 thousand euros (787 thousand euros at 31 December 2010). Separate financial statements 348 Cashed cheques represent the exposure to customers for cheques paid into Post Office Savings Books but not yet credited. Endorsed checks represent the exposure to customers for endorsed checks in circulation. Amounts to be credited to customers primarily regard: • amounts to be paid to the beneficiaries of debits pre-authorised by customers, totalling 46,207 thousand euros; • amounts in the process of payment in relation to maturing insurance policies issued by the subsidiary, Poste Vita SpA, totalling 20,272 thousand euros; • amounts payable to the subsidiaries, Poste Vita SpA and Poste Assicura SpA, amounting to 18,718 thousand euros and 102 thousand euros, respectively, in the form of premiums collected on their behalf; • amounts in the process of payment to overseas holders of Postal Savings Certificates and Post Office Savings Books, totalling 10,846 thousand euros; • amounts to be paid for BancoPosta promotions, totalling 9,558 thousand euros; • payments of pre-printed bills in the process of being credited to beneficiaries’ accounts, totalling 9,072 thousand euros. Tax collection and road tax payables regard amounts due to collection agents, the tax authorities and regional authorities for payments made by customers. Other amounts payable to third parties primarily regard endorsed cheques to be issued and amounts payable to banks for the use of prepaid cards issued by the Parent Company. Amounts payable for guarantee deposits include amounts received from counterparties in reverse repo transactions for fixed income securities (collateral provided by specific Global Master Repurchase Agreements). Payables deriving from items in process include amounts available to customers in relation to payments made on behalf of public entities and other forms linked to BancoPosta’s operations. 21 - FINANCIAL LIABILITIES Financial liabilities outside the ring-fence are as follows: 21.1 - Financial liabilities Balance at 31 December 2011 Item Borrowings Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Derivative financial instruments Financial liabilities due to subsidiaries Other financial liabilities Total Non-current liabilities Current liabilities 676,417 226,417 450,000 8,525 712 685,654 1,580,134 769,841 306,305 483,686 20,302 1,006 465,781 1,558 2,048,479 Balance at 31 December 2010 Total Non-current liabilities Current liabilities Total 2,256,551 769,841 532,722 933,686 20,302 9,531 465,781 2,270 2,734,133 1,371,908 750,785 371,123 250,000 912 1,372,820 887,868 19,363 141,544 687,957 39,004 231,518 2,921 1,122,307 2,259,776 770,148 512,667 937,957 39,004 231,518 3,833 2,495,127 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 clauses21. 21. 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. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 349 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 fair value (“mid price”) of the bonds at 31 December 2010 is 747,630 thousand euros (780,953 thousand euros at 31 December 2010). 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 below. 21.2 - Details of loans Loans to be repaid in full by Poste Legislation Italiane 6,757 Law 15/74 137 Law 34/74 ) Law 227/75 (serv. acc.) (1) Law 39/82 (subsequent changes to postal service) (1) Law 887/84 (1) Law 41/86 (1) 6,894 Total (1) Loans with principal to be repaid by parent 17,706 283,028 1,661 302,395 Loans with principal and interest to be repaid by parent 203,378 203,378 Interest 2011 507 10 1,480 10,472 7,525 61 20,055 Total loans 7,264 147 19,186 293,500 210,903 1,722 532,722 Loans to be repaid by the Ministry of the Economy and Finance (principal: 505,773 thousand euros). The outstanding amount payable of 532,722 thousand euros includes the instalment maturing at 31 December 2011, totalling 161,600 thousand euros inclusive of interest, and paid in early 2012. The fair value of the loans, inclusive of accrued interest, is 533,136 thousand euros (524,854 thousand euros at 31 December 2010). 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 9.3). Bank Borrowings This item breaks down as follows: 21.3 - Bank borrowings Balance at 31 December 2011 Item Floating rate loan from DEPFA Bank maturing 30 Sept 2013 EIB fixed rate loan maturing 11 Apr 2018 Repurchase agreements Short-term borrowings Accrued interest expense Total TV: Finanziamento a tasso variabile Separate financial statements Non-current liabilities 250,000 200,000 450,000 Balance at 31 December 2010 Current liabilities Total Non-current liabilities Current liabilities Total 429,697 50,000 3,989 483,686 250,000 200,000 429,697 50,000 3,989 933,686 250,000 250,000 386,482 300,000 1,475 687,957 250,000 386,482 300,000 1,475 937,957 350 The value of the above financial liabilities approximates to fair value. Outstanding repurchase agreements regard fixed income instruments with a notional value of 500,000 thousand euros (note 9.4) 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 1,035,355 thousand euros, amount to 50,000 thousand euros. The lines of credit are unsecured. 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 outstanding debt of 20,302 thousand euros at 31 December 2011, inclusive of the related interest, was repaid early in 2012. DERIVATIVE FINANCIAL INSTRUMENTS Changes in this item during 2011 is described in note 9.6. FINANCIAL LIABILITIES DUE TO SUBSIDIARIES These liabilities regard intercompany current accounts paying interest at market rates. The following table shows a breakdown: 21.4 - Financial liabilities due to subsidiaries Name Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA EGI SpA Poste Link Scrl Poste Tributi ScpA Poste Tutela SpA Poste Vita SpA Postecom SpA PosteMobile SpA PosteShop SpA Total Poste Italiane | Annual Report 2011 Balance at 31 December 2011 InterLoans company Total accounts - 10,201 61 211,016 551 5,682 202,820 33,988 1,462 465,781 10,201 61 211,016 551 5,682 202,820 33,988 1,462 465,781 Balance at 31 December 2010 InterLoans company Total accounts 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 Notes to the separate financial statements 351 ANALYSIS OF NET DEBT/(FUNDS) The Company’s net debt/(funds) at 31 December 2011 and 31 December 2010 is as follows: 21.5 - Net debt/(funds) Item of which of which Balance at 31 related party Balance at 31 related party Note December 2011 transactions December 2010 transactions Financial liabilities attributable to BancoPosta Postal current account deposits Bank borrowings Derivative financial instruments Other financial liabilities [20.1] Financial liabilities Bonds Loans from Cassa Depositi e Prestiti Bank borrowings Other borrowings Derivative financial instruments Other financial liabilities [21.1] 42,251,854 37,252,267 1,988,550 623,882 2,387,155 2,734,133 769,841 532,722 20,302 9,531 468,051 532,722 465,781 (36,669,173) (8,754,179) (14,363,893) (13,464,687) (86,414) (1,808,591) (1,276,988) (531,603) - 933,686 Financial assets attributable to BancoPosta Receivables Held-to-maturity financial assets Available-for-sale financial assets Derivative financial instruments [8.1] Financial assets Loans and receivables Available-for-sale financial assets Derivative financial instruments Net financial liabilities/(assets) Cash and deposits attributable to BancoPosta Cash and cash equivalents Net debt/(funds) [9.1] [12.1] [13.1] 108,248 55,389 18,820 6,508,223 (2,559,994) (1,208,803) 2,739,426 39,703,426 37,239,803 389,212 90,502 1,983,909 2,495,127 770,148 512,667 256,140 11,526 39,004 235,351 512,667 231,518 (7,854,036) - (36,848,703) (7,430,751) (14,768,213) (14,561,534) (88,205) (7,002,689) - (1,260,421) - (2,087,157) (1,492,005) (572,219) (22,933) (1,480,268) (100,825) - (829,399) 937,957 3,262,693 (2,351,245) (907,980) 3,468 (840,624) Cash and cash equivalents includes the sum of 323,987 thousand euros deposited by the Ministry of the Economy and Finance, as of December 2011, in a non-interest bearing escrow account as an advance on Universal Service subsidies and a total of 17,765 thousand euros that cannot be drawn on due to court rulings regarding various disputes. The change from net funds to net debt in 2011 reflects the impact of the downgrade of Italy’s credit rating on the price of BancoPosta RFC’s holdings of available-for-sale financial assets. Separate financial statements 352 22 - TRADE PAYABLES This item breaks down as follows: 22.1 - Trade payables Item Balance at 31 December 2011 Balance at 31 December 2010 934,070 371,176 546,695 15,806 1,028,834 310,919 186,922 53 1,867,747 60,650 1,526,728 89,367 Balance at 31 December 2011 Balance at 31 December 2010 Italian suppliers Overseas suppliers Overseas correspondents(1) 785,256 5,561 143,253 901,889 5,233 121,712 Total of which attributable to BancoPosta RFC 934,070 11,701 1,028,834 33,500 Amounts due to suppliers Amounts due to subsidiaries Prepayments and advances from customers Other trade payables Total of which attributable to BancoPosta RFC AMOUNTS DUE TO SUPPLIERS 22.2 - 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 received. Poste Italiane | Annual Report 2011 Notes to the separate financial statements 353 AMOUNTS DUE TO SUBSIDIARIES This item breaks down as follows: 22.3 - Amounts due to subsidiaries Name Balance at 31 December 2011 Balance at 31 December 2010 Direct subsidiaries BancoPosta Fondi SpA SGR CLP ScpA Consorzio per i Servizi di Telefon