Consolidated First Half Financial Report as at June 30, 2011 UniCredit S.p.A. A joint stock company Registered Office in Rome: Via Alessandro Specchi, 16 Head Office in Milan: Piazza Cordusio Share capital Euro €9,649,245,346.50 fully paid in, Fiscal Code, VAT number with the Company Register of Rome: 00348170101 Registered in the Register of Banking Groups and Parent Company of the Unicredit Banking Group, with cod. 02008.1; cod. ABI 02008.1 Member of the National Interbank Deposit Guarantee Fund and of the National Compensation Fund 2 Consolidated First Half Financial Report as at June 30, 2011 3 4 Contents Introduction 7 Board of Directors, Board of Statutory Auditors and External Auditors 9 Prefatory Note to the Consolidated First Half Financial Report 10 Interim Report on Operations 13 Highlights 14 Condensed Accounts 16 QuarterlyFigures 18 ComparisonofQ22011/Q22010 20 Segment Reporting (Summary) 21 HowtheUniCreditGrouphasgrown 22 UniCreditShare 23 GroupResults 24 Results by Business Segment 39 Other information 86 Subsequent Events and Outlook 96 Condensed Interim Consolidated Financial Statements 99 Consolidated Accounts 101 Explanatory Notes 111 Condensed Interim Consolidated Financial Statement Certification pursuant toArt.81-terofConsobRegulationno.11971ofMay14,1999,asamended 297 Report of External Auditors 301 Notes 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. Any discrepancies between data disclosed in the Interim Report on Operations or between these data and the Condensed Interim Consolidated Financial Statements are solely due to the effect of rounding. 5 6 Introduction Board of Directors, Board of Statutory Auditors and External Auditors 9 Prefatory Note to the Consolidated First Half Financial Report 10 7 8 Board of Directors, Board of Statutory Auditors and External Auditors Board of Directors Dieter Rampl Chairman Luigi Castelletti Deputy Vice Chairman Farhat Omar Bengdara Vice Chairmen Vincenzo Calandra Buonaura Fabrizio Palenzona Federico Ghizzoni CEO Giovanni Belluzzi Directors Manfred Bischoff Enrico Tommaso Cucchiani Donato Fontanesi Francesco Giacomin Piero Gnudi Friedrich Kadrnoska Marianna Li Calzi Luigi Maramotti Antonio Maria Marocco Carlo Pesenti Lucrezia Reichlin Hans-Jürgen Schinzler Theodor Waigel Anthony Wyand Franz Zwickl Lorenzo Lampiano Company Secretary Board of Statutory Auditors Maurizio Lauri Chairman Cesare Bisoni Standing Auditors Vincenzo Nicastro Michele Rutigliano Marco Ventoruzzo Massimo Livatino Alternate Auditors Paolo Domenico Sfameni General Manager Roberto Nicastro Nominated Official in charge of drawing up Company Accounts Marina Natale External Auditors KPMG S.p.A. 9 Prefatory Note to the Consolidated First Half Financial Report General aspects This Consolidated First Half Financial Report was compiled under Article 154-ter, paragraph 2 of Legislative Decree No. 58 of February 24, 1998, in accordance with IAS/IFRS international accounting standards, as indicated by IAS 34 on Interim Financial Reporting, in the summary version provided for in paragraph 10, instead of the full reporting provided for annual accounts. This First-Half Financial Report was prepared in line with the first update to the Bank of Italy Circular No. 262/2005 of November 18, 2009. Press releases on significant events during the period, the market presentation on second quarter results, and the public disclosure under Pillar III of Basel 2 are also available on UniCredit’s website. Any discrepancies between data disclosed in the Consolidated First Half Financial Report or between the Interim Report on Operations and the Condensed Interim Consolidated Financial Statements are solely due to the effect of rounding. Preparation criteria The Consolidated First Half Financial Report includes: the Interim Report on Operations using reclassified financial statement formats, including not only comments on the results for the period and on other main events, but also the additional financial information required by the CONSOB; the Condensed Interim Consolidated Accounts, stated in comparison with those for 2010; specifically, as provided for by IAS 34, the balance sheet has been compared with the figures as at December 31, 2010, while the Income Statement, the Statement of Comprehensive Income, the Change in Shareholders’ Equity and the Cash Flow Statement are compared with the corresponding figures for the first half of the previous year; the Explanatory Notes, which include not only the detailed information required by IAS 34, stated according to the formats adopted in the financial statements, but also the additional information required by the CONSOB and the information deemed useful for providing a true picture of the consolidated corporate standing; the Certification of the Condensed Interim Consolidated Financial Statements pursuant to Article 81-ter of CONSOB Regulation No. 11971 of May 14, 1999 and subsequent amendments and addenda. the Auditor’s Report by KPMG S.p.A. as a limited review. CONSOLIDATED FIRST HALF FINANCIAL REPORT 10 AS AT JUNE 30, 2011 >> Introduction Scope of consolidation In the first six months of 2011 there were the following changes in the scope of consolidation. Fully consolidated subsidiaries increased from 735 as at December 2010 to 762 at June 2011, with a rise of 27 companies; Proportionately consolidated entities increased from 19 as at December 2010 to 30 at June 2011, with a rise of 11 companies; Companies consolidated at equity increased from 45 as at December 2010 to 49 at June 2011, with a rise of 4 companies. For further details see Explanatory Notes Part A – Accounting Policies- Section 3 – Consolidation Procedures and Scope. Non-current assets and disposal groups held for sale The main assets reclassified on the basis of IFRS 5 under non-current assets and disposal groups held for sale on the balance sheet as of June 30, 2011 are mainly those related to the investment in Banca Agricola Commerciale della Repubblica di San Marino S.p.A. and in IRFIS – Finanziaria per lo Sviluppo della Sicilia S.p.A.. For further details see: “Other information – Transactions for rationalizing Group operations and other corporate transactions” in Interim Report on Operations; “Part B – Consolidated Balance Sheet – Asset – Section 15” in Condensed Interim Consolidated Financial Statements – Explanatory Notes. Segment Reporting (Summary) As announced in the “2010 Consolidated Reports and Accounts”, starting from 2011 January the 1st , Segment reporting is presented and commented by new business division, in line with the current practice in management reporting of Group results, as follows: F&SME Network Italy; F&SME Network Germany; F&SME Network Austria; F&SME Network Poland; F&SME Factories; Corporate & Investment Banking (CIB); Private Banking; Asset Management; CEE; Group Corporate Center (the latter includes Global Banking Services, Corporate Centre, and consolidation adjustments not assigned to the single business segments). Profit and loss data are given in the items of the reclassified income statement down to operating profit, except for the CEE, for which a net profit figure is given. Prior-period profit and loss data have been restated to take the changes in scope into account. 11 12 >> Interim Report on Operations Interim Report on Operations Highlights 14 Condensed Accounts 16 Consolidated Balance Sheet 16 ConsolidatedIncomeStatement 17 Quarterly Figures 18 Consolidated Balance Sheet 18 ConsolidatedIncomeStatement 19 ComparisonofQ22011/Q22010 20 CondensedIncomeStatement 20 Segment Reporting (Summary) 21 HowtheUniCreditGrouphasgrown 22 UniCreditShare 23 GroupResults 24 Macroeconomicsituation,bankingandfinancialmarkets 24 Internationalsituation 24 BankingandFinancialMarkets 25 Main Results and Performance for the period 28 Net operating profit 29 Net profit attributable to the Group 34 CapitalandValueManagement 36 Principlesofvaluecreationandcapitalallocation 36 CapitalRatios 37 Shareholders’ Equity attributable to the Group 38 Results by Business Segment 39 Family & Small Medium Enterprise (F&SME) 40 Corporate & Investment Banking (CIB) 62 Private Banking 68 Asset Management 72 Central Eastern Europe (CEE) 76 Other information 86 RationalizationofGroupoperationsandothercorporatetransactions 86 Certificationsandothercommunications 91 Capital Strengthening 91 Reconciliation of CondensedAccountto MandatoryReporting Schedule 92 Subsequent Events and Outlook 96 Subsequent Events 96 Outlook 97 Unless otherwise indicated, all amounts are in millions of euros. 13 Highlights INCOME STATEMENT (€ million) H1 CHANGE 2011 2010 Operating income 13,383 13,179 + 1.6% of which: - net interest 7,787 7,846 - 0.7% - dividends and other income from equity investments 243 195 + 24.6% - net fees and commissions 4,264 4,307 - 1.0% Operating costs (7,783) (7,745) + 0.5% Operating profit 5,600 5,433 + 3.1% Profitbeforetax 2,573 1,769 +45.5% Net Profit attributable to the Group 1,321 669 + 97.5% Starting from Q1 2011 the PPA related to the acquisition of HVB, formerly classified within different P&L lines, is entirely allocated in the “Purchase Price Allocation effect” line of P&L (as already done for Capitalia’s acquisition). Previous periods has been reclassified. Following the merger in November 2010 – which