UCI UK04 001 092.Indd
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UniCredito Italiano SpA Report and Accounts 2 0 0 4 UniCredito Italiano Italian Joint Stock Company Registered office: Genoa, Via Dante, 1 General management: Milan, Piazza Cordusio Registered in Genoa Trade and Companies Register (Court of Genoa) Tax Code and VAT Reg. No. 00348170101 Entered in the Register of Banks and Parent Company of the UniCredito Italiano Banking Group Banking Group Register No. 3135.1 Member of the Interbank Deposit Protection Fund Capital stock: €3,168,354,641.50 fully paid in Introduction 305 Reclassified Accounts 306 Balance Sheet 306 Profit and Loss Account 306 The Company’s Operations 308 Human Resources 308 Main Business Areas 309 Loans to Customers 312 Bad and Doubtful Debts 312 Customer Deposits 313 REPORT ON OPERATIONS Securities Portfolio and Interbank Position 314 Equity Investments 316 Shareholders’ Equity, Subordinated Debt and Capital Ratios 317 Profit and Loss Account 319 Operating Profit 319 Net Profit 322 Other Information 324 Powers Delegated to Directors 324 Related-party Transactions 325 Directors', Auditors' and General Managers' Shareholdings 327 Subsequent Events and Outlook 328 Equity Investments 328 Board of Directors 328 Outlook 328 Note to the Report on Operations The following conventional symbols have been used in the tables: • A dash (-) indicates that the item/figure is inexistent. • Two stops (..) or (n.s.) when the figures do not reach the minimum considered significant or are not in any case considered significant. • “N/A” indicates that the figure is not available. • "XXX" figures note to be indicated. Unless otherwise indicated, all amounts are in millions of euros. 303 304 CONSOLIDATED ACCOUNTS AS AT 31 DECEMBER 2004 REPORT ON OPERATIONS Introduction To the Shareholders, Net profit for the year was €1,750 million, slightly lower (by 2.4%) than the €1,793 million for the previous year. The net profit was affected in the main by the following items of the profit and loss account: • operating profit, net of dividends from Group companies, increased by €35 million, thus totalling - €200 million compared to - €235 million for the previous year; • dividends from Group companies fell by €124 million from €1,857 million in 2003 to €1,733 million for the period just ended, mainly due to lower dividends from Unicredit Banca, Unicredit Banca Mobiliare and Zagrebacka; • writedowns and provisions, corrected for the change in Fund for General Banking Risk, fell by approximately €42 million compared with 2003; • net extraordinary income improved by €38 million over the previous year to €121 million compared with €83 million for 2003. These results allow it to be proposed at the shareholders’ meeting to distribute a dividend per share of €0.205 for common shares and €0.220 for savings shares, both of which are higher by 20% and 18% respectively, than the prior year dividends. The proposed dividends take account of a further allocation of €0.003 corresponding to the portion related to own shares repurchased by the company. As a percentage of average stock prices for the year these amounts were 5.02% for common shares (4.32% in 2003) and 5.35% for savings shares (4.87% in the previous year). BALANCE SHEET AND PROFIT AND LOSS ACCOUNT Based on the above, the balance sheet and profit and loss account figures as at 31 December 2004 and the two previous periods are provided below. The extraordinary transactions performed in 2002 mean that any comparison between the operating results for 2002 and subsequent years is of little relevance. The comparison of the profit and loss accounts for 2003 and 2004, as explained in more detail in the relevant section, is also affected by operations to reorganise the property assets of the UCI Group performed during 2003. 305 Reclassified Accounts (€ million) BALANCE SHEET AMOUNTS AT 31.12.2004 31.12.2003 31.12.2002 Assets Cash and deposits with central banks and post offices 42 49 45 Due from: - customers 11,674 13,149 13,253 - banks 62,964 59,263 52,352 Trading securities 3,162 2,776 2,540 Fixed assets: - investment securities 17,570 15,697 13,874 - equity investments 14,761 14,773 12,147 - intangible and tangible fixed assets 36 43 1,177 - own shares 358 - - Other assets 5,956 6,760 6,267 Total assets 116,523 112,510 101,655 Liabilities and shareholders’ equity Deposits: - Due to customers 7,133 6,793 5,359 - Securities in issue 40,068 28,785 20,059 - Due to banks 43,309 51,949 51,140 Specific reserves 996 1,262 2,545 Other liabilities 5,387 4,980 3,702 Loan loss reserves - 15 17 Subordinated debt 7,225 6,874 7,775 Shareholders’ equity: - Capital and reserves 10,655 10,059 9,660 - Net profit 1,750 1,793 1,398 Total liabilities and shareholders’ equity 116,523 112,510 101,655 Guarantees and commitments Guarantees given 21,575 5,327 3,520 Commitments 7,326 6,893 4,620 Note: The comparison with previous years is affected to varying degrees by the extraordinary transactions performed during the three-year period. In particular the change in fixed assets is affected by the transfer made in 2003 to Cordusio Immobiliare and to UniCredit Real Estate. 306 CONSOLIDATED ACCOUNTS AS AT 31 DECEMBER 2004 REPORT ON OPERATIONS Reclassified Accounts (€ million) PROFIT AND LOSS ACCOUNT 2004 2003 2002 Net interest -171 -148 1,025 Dividends 1,945 2,049 2,179 Net interest income 1,774 1,901 3,204 Net commission 84 70 664 Trading profits (losses) 24 52 87 Net non-interest income 108 122 751 TOTAL REVENUES 1,882 2,023 3,955 Payroll costs -224 -235 -756 Other administrative expenses -209 -241 -611 Net other income 102 131 316 Writedowns of tangible and intangible fixed assets -18 -35 -117 Operating expenses -349 -380 -1,168 OPERATING PROFIT 1,533 1,643 2,787 Provisions for risks and charges -83 -26 -54 Net writedowns of loans and provisions for guarantees and commitments - 12 -42 Allocation to loan loss reserve - - - Net writedowns of financial investments -71 -65 -628 Total writedowns and provisions -154 -79 -724 PROFIT BEFORE EXTRAORDINARY ITEMS AND INCOME TAXES 1,379 1,564 2,063 Extraordinary income (charges) - net 121 83 196 Change in fund for general banking risks 117 - - Income taxes for the year 133 146 -861 NET PROFIT FOR THE YEAR 1,750 1,793 1,398 Note The comparison with previous years is affected to varying degrees by the extraordinary transactions performed during the three-year period. In particular, the profit and loss account for 2002 includes the results, though not their value, for the first half of the year for the companies merged under the S3 project (Rolo, Cariverona, CRT, Cassamarca, Caritro, CR Trieste and Credit Carimonte). In addition, beginning from 2003 dividends and taxes are shown net of the tax credit on dividends to be paid and from 2004 on other dividends Net profit, however, is essentially comparable throughout the different years in that the financial effects of the extraordinary transactions are largely offset by changes in the opposite direction in dividends paid by Group companies. 307 The Company’s Activities Human Resources PERSONNEL CHANGES As at 31 December 2004, UniCredito Italiano had 1,607 employees, an increase of 51 employees over the previous year. This increase was due to the combined effect of the following: • reduction of 29 staff on 1 November 2004 following transformation of the Luxembourg Branch into UniCredit International Bank (Luxembourg) S.A.; • an increase of 80 staff (in part from the former ING Group) following the creation of an equal number of new jobs to cover positions needed for centralisation purposes within the Parent Company to provide support activities for the other Group companies, business and co- ordination/guidance, and to strengthen the units responsible for the development/co-ordination of the initiatives in Eastern Europe. During the year leaving incentive payments continued to be made to staff with pension rights. For 2004, the average number of staff, determined on the basis of end-of-month figures, was 1,598 employees, of which 94 were part-time employees. Changes in the number and composition of staff by category are provided in the table below. CATEGORY 31.12.2004 31.12.2003 change total of which: total of which: in total outside Italy outside Italy Senior managers 194 31 184 34 + 10 4th and 3rd level Managers 561 69 538 77 + 23 2nd and 1st level Managers 218 7 203 12 + 15 Remaining staff 634 131 631 153 + 3 Total 1,607 238 1,556 276 + 51 of which, part-time staff 99 96 + 3 The tables below provide a breakdown of personnel by seniority and age category. BREAKDOWN BY SENIORITY 31.12.2004 31.12.2003 number percent. number percent. Up to 10 634 39.5% 563 36.2% From 11 to 20 years 282 17.5% 282 18.1% From 21 to 30 years 506 31.5% 512 32.9% Over 30 185 11.5% 199 12.8% Total 1,607 100.0% 1,556 100.0% 308 CONSOLIDATED ACCOUNTS AS AT 31 DECEMBER 2004 REPORT ON OPERATIONS The Company’s Activities BREAKDOWN BY AGE 31.12.2004 31.12.2003 number percent. number percent. Up to 30 125 7.8% 122 7.8% From 31 to 40 467 29.0% 435 28.0% From 41 to 50 641 39.9% 658 42.3% Over 50 374 23.3% 341 21.9% Total 1,607 100.0% 1,556 100.0% As regards qualifications, approximately 39% (compared with 36% as at 31 December 2003) of UniCredito Italiano staff have a university degree (primarily in economics, banking and law).