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London, March 13 th 2002

UniCredito Italiano. 2001 Group Results. Alessandro Profumo - CEO. London, March 13 th 2002. Agenda. 2001 Group Highlights Divisional Reporting Italian Commercial Banking Wholesale Banking Investment Banking Asset Management New Europe Banking Conclusions.

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London, March 13 th 2002

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  1. UniCredito Italiano 2001 Group Results Alessandro Profumo - CEO London, March 13th 2002

  2. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  3. DESPITE A DETERIORATED MARKET ENVIRONMENT UCI SHOWS GOOD REVENUE AND INCOME GROWTH TOTAL REVENUES OPERATING INCOME NET INCOME +5.3% (Euro mln) (Euro mln) (Euro mln) 1,695(3) +7.2% 1,611(2) 9,989 +4.2% 9,318 1,454 +3.5% 1,395 4,726 4,566 2001 2000 2001 2001 2000 2000 COST/INCOME RATIO ROE(1) 52.7% 22.2%(2) 51.0% 21.0%(3) 20.8%(4) 18.0% Structural Cost/Income 47.8% 19.2%(5) 47.7% 2001 2000 2001 2000 (1) Calculated on end of period net equity (2) Adding back goodwill amortisation related to the Group and 98-’99 provisions related to Ciampi Law (3) Adding back goodwill amortisation related to the Group (4) Adding back ’98-’99 provisions related to Ciampi Law (5) Calculated on Group net income of Euro 1395 mln

  4. REVENUES INCREASED 7.2% y/y THANKS TO A DIVERSIFIED MIX OF REVENUES ... (Euro mln) TOTAL REVENUES BREAKDOWN Positive contribution from the domestic network: +8.5% y/y due to increased volumes both in customer deposits(+3% y/y) and loans (+7% y/y) with improved average spread from 4.8% to 5.09% in 2001 In New Europe net interest income up 16% y/y mainly due to increased volumes in customer deposits (+16.1% y/y) and loans (+16.4% y/y) At Group level net interest income is partially reduced by debt impact and cost of equity investments financing 9,989 +7.2% 9,318 +6.4% 5,049 Net interest income 4,747 -1.4% Net non interest income up 8.1% on 2000 due to positive trend in other income and trading profits that more than compensates the decline in net commissions 3,291 Net commissions 3,339 933 638 +46.2% Trading profits 716 594 Other income +20.5% 2000 2001

  5. … AND A WELL BALANCED BUSINESS PORTFOLIO REVENUE COMPOSITION BY BUSINESS AREA (Net of Corporate Centre negative contribution) 2000 2001 13.7% 14.6% 2.7% 4.7% 4.8% 5.8% 60.2% 78.8% 59.8% 74.8% 19.0% 14.6% UBM + TL Pioneer New Europe Italian Banking- Wealth Management* Italian Banking- Other

  6. NEGATIVE IMPACT OF FINANCIAL MARKETS ON TOTAL COMMISSIONS PARTIALLY COUNTERBALANCED BY DISTRIBUTION OF VALUE ADDED PRODUCTS (Euro mln) • Asset management commissions stable despite negative market environment NET COMMISSIONS 2000* % ch. 2001 Asset management 1,789 1,803 +0.8 • Excellent impact of capital guaranteed products on commissions from segregated accounts and insurance products Mutual funds 1,447 1,324 -8.5 Segregated accounts 186 253 +36.0 Insurance products 156 226 +44.9 • Commissions from securities in custody suffered the lower turnover of customers’ portfolios Securities in custody 422 334 -20.8 Other services, of which: 1,128 1.154 +2.3 Loans granted & received 456 497 +9.0 • Positive contribution from other services (mainly commissions from loans granted and from payment services) Cash management services 250 263 +5.2 Total 3,339 3,291 -1.4 * consistent with new Bank of Italy criteria for breakdown of commissions

  7. PROFIT FROM FINANCIAL TRANSACTIONS HAD A BRILLIANT PERFORMANCE (+46.2% ON 2000) THANKS TO THE CONTRIBUTION OF ALL DIVISIONS INCOME FROM FINANCIAL TRANSACTIONS (Euro mln) • Cautious risk management: average daily VaR of only Euro 3.7 mln for UBM and Euro 2.9 mln for TL during 2001 933* +46.2% 208 TradingLab +46.6% • Increasing impact of CorporateLab, accounting for around 370 Euro mln (220 Euro mln inside UBM and 150 Euro mln inside the Italian Banking division). Corporate derivatives volumes up 125% on 2000 to 19.1 Euro bln 312 UBM (excl. TL) 337 Italian banks +105.5% 202 New Europe banks +59.1% 2001 * Balance due to Other Group companies

  8. OPERATING COSTS UP 10.8%, SUPPORTING UCI’s REVENUE GENERATION AND FUTURE GROWTH TOTAL OPERATING COSTS (Euro mln) % ch. Excl. Pioneer % y/y Ch. • Staff costs (excl. Pioneer): • +2.6% development of Wholesale Banking (IB and Asset Management) • +0.4% Zloty appreciation • +3.2% investments in sales effectiveness, incentivisation program +10.8% +7.2% 5,263 3,045 +9.8% +6.2% Staff Costs • Staff from 65,124 (2000) to 63,576 (-2.4% y/y) • Other costs: • +7.6% related to the Group’s restructuring and development (IT, branches, Pioneer advertising campaign) 1,813 Other costs +11.4% +7.6% 405 Depreciation +12.9% +15.4% 2001

  9. EXCELLENT STRUCTURAL C/I CONFIRMED 2001 C/I 52.7% • Italian Banks: • Reorganisational process of commercial network under way (full segmentation, improvement branch layout) 0.5% Develop. projects 2001 C/I lower than the budgeted 55.3%. 2001 investment savings don’t affect future growth targets New Initiatives 1.0% 3.4% Acquisitions • New Initiatives: • Development of new business models dedicated to specific customer segments 47.8% Structural C/I ratio Acquisitions: Lower weight (from 4.3% in 1H01) due to closing of C/I gap between acquisitions and internal best practice (know-how transfer, improvement of efficiency)

  10. DIVISIONAL CONTRIBUTION TO GROUP NET INCOME (Euro mln) GOODWILL AND HOLDING CHARGES: - 242 goodwill depr. - 460 holding loss (net of dividends), of which 275 due to financial costs -61 227(1) 2,109 58(1) -655(1) N.m. 216(1) +35.1% +14.6% N.m. N.m. +38.5% 1,669(1) 1,454 +16.6% +4.2% Italian banking(2) Inv. banking(3) Pioneer Group(4) New Europe banking(5) New Initiatives(6) Total pre-Corp. Centre Corp. Centre & elisions(7) Group total Wholesale banking (1)Net of infragroup dividends. Goodwill depreciation is fully charged to Corp. Centre (2) Credito Italiano, Rolo Banca 1473, Cariverona, CRT, Cassamarca, Caritro, CRTrieste, Banca dell’Umbria, CRCarpi, Mediovenezie, BMC, Adalya Banca Imm. Spa, Banque Monegasque, Unicredit Suisse, BAC Marino, CRTS Zagabria, RoloPioneer Lux, Rolo Pioneer Sgr, Gesticredit, Gestiveneto, Fondinvest, Pioneer inv. Management SA, S+R Investimenti, Fida Sim, FRT Sim, Fid. Cordusio, CRV Ireland, CRTS Ireland, Uniriscossioni, Quercia Funding, Unicredit Servizi informativi, Unicredit Prod. Acc., Trivimm, Quercia Software (3) UBM, TradingLab, Euro Capital Structures (4) Group Pioneer Global Asset Management Spa, Unicredit Capital Italia Spa (5) Group Pekao, Bulbank, Pol’nobanka, Splitska Banka (6) Xelion, Clarima (7) Parent Company, other financial companies and elisions

  11. WE ARE ABLE AND COMMITTED TO CREATE EXTRA VALUE FOR OUR SHAREHOLDERS, OPTIMISING CAPITAL ALLOCATION Tier 1 from 6.85% (Dec 00) to 7,17%(*) (Dec 01) Net Income + goodwill depreciation (a) Risk taken(1) (b) Shareholder’s value added (c) =(a)-COE(2) Value added per unit of risk taken (c)/(b) MARGINAL RARORAC% RARORAC % Adj NET INCOME VALUE CREATION CAPITAL ABSORPTION (Euro mln) 1.558 Group total 7.076 706 9,97 13,9 2.139(3) Italian banking 7517 1.469 19,5 19,8 222(3) Wholesale banking 442 90 20,4 60,1 374(3) 1.272 226 17,7 23,2 New Europe banking -65 New Initiatives 42 -73 N.s. N.s. (*) Estimate (1) Minimum regulatory capital, market risks, credit risks and operational risks (2) The Cost of Equity is related to the capital employed (Net equity for the Group and allocated capital for the business units) (3) Includes minorities and elisions

  12. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  13. ITALIAN BANKING DIVISION: KEY HIGHLIGHTS GOOD RESULTS DESPITE A DIFFICULT MARKET SCENARIO Ability to promptly react to difficult market conditions, with significant growth in mutual funds, bancassurance and capital guaranteed products, more than compensating decrease in AuM due to financial markets turmoil SIGNIFICANT INVESTMENTS ON BANKS’ SERVICE MODELS FOR FUTURE GROWTH Started roll-out of new service models for affluent, mass market and small business customers, preparing all banks for S3 project SOUND COST CONTROL STABILISING COST-INCOME DESPITE INVESTMENTS Cost Income ratio at 47.5% (46.9% in 2000), 46.6% (46.5% in 2000) without project investments ASSET QUALITY AT EXCELLENT LEVEL Improved NPL/Gross loans ratio as a result of selective loan growth and careful risk management policies

  14. 4,017 Interest margin 3,702 +8.5 Net non interest income 3,641 3,801 -5.2 7,818 Total revenues 7,343 +6.5 Administr. costs (incl. depr.) 3,862 3,502 +10.3 3,956 3,841 +3.0 Operating income Net loan loss provisions -469 -568 -17.4 Other net provisions -211 -160 -24.2 33 67 Net extraordinary income +103.0 -1,365 -1,392 Tax expenses +2.0 2,002 Net income 1,730 +15.7 1,669 Net income for the Group 1,431 +16.6 46.9% Cost/Income ratio(1) 47.5% GOOD RESULTS IN A DIFFICULT MARKET ENVIRONMENT, WITH IMPROVEMENT OF KEY PERFORMANCE INDICATORS (Euro mln) 2001 % ch. 2000 • Revenues per employee from Euro 210.5 th. to Euro 221.4 th., + 5.2% • Net income per employee from Euro 49.6 th. to Euro 56.7 th., + 14.3% 2001 COST/INCOME COMPOSITION “Ordinary” C/I 46.6% Impact on C/I of project investments +1.1% Impact on C/I of Cost Excellence project -0.2% (1) After deduction of costs and revenues arising from USI/UPA services (around Euro 280 mln in 2001, Euro mln 111 in 2000), which are included in other net operating income for USI/UPA and in administrative costs for the other companies of the division. At Group level these costs/revenues are elided

  15. GROWTH IN MASS MARKET, SMALL BUSINESS AND CORPORATE SEGMENTS MORE THAN OFFSETS DECLINE IN AFFLUENT AND PRIVATE BANKING DUE TO FINANCIAL MARKETS TURMOIL Net Income (Euro mln) Oper. Income (Euro mln) C/I ratio, % % ch. y/y % ch. y/y • Private & affluent: results penalised by bad performance of financial markets, but excellent sales of high value-added products Private banking 26.9 -18 322 -18 183 50.0 -19 566 -19 309 Affluent • Mass market: improved cross selling (current account packages), growth of lending volumes and increased spreads Mass market 65.7 +9 685 +2 323 Small Business 49.8 +48 473 +20 206 • Small business: positive impact of Imprendo package on commissions and volumes; growth of lending volumes supported interest margin increase 36.3 +79 871 +37 381 Corporate N.s. +23 667 -7 388 Other* • Corporate: excellent results thanks to selective reduction of less profitable assets, growth in low risk loans and in commissions from high value-added services Total 7 banks 46.9 +14 3,584 +2 1,790 * Revenues and costs not arising from segment activities (mainly Rolo treasury dept., Rolo foreign subsidiary, free capital of the banks and inter-banking activities)

  16. BREAKDOWN OF TOTAL REVENUES Euro 1,573 mln, -10.1% y/y Other income Net interest income 1% 30% 52% 17% Asset mgmt commissions Other commissions PRIVATE & AFFLUENT: NEGATIVE IMPACT OF FINANCIAL MARKETS TURMOIL ON AUM AND ASSET MANAGEMENT COMMISSIONS BUT EXCELLENT NET SALES OF HIGH VALUE-ADDED PRODUCTS (Euro mln) UCI Group ranked first in the sales of all high value-added products in Italy, partially compensating the devaluation of stocks PRIVATE & AFFLUENT MUTUAL FUNDS Ch. on 2000 2001 sales Dec 01 mkt sh. New inflows 1,965 13.56 +23 bp Rank in Italy % Ch. on 00 2001 sales UNIT LINKED Premium written 3,889 +43 1st ASSET MANAGEMENT COMMISSIONS • Confirmed leadership in market shares on Unit Linked (98% of the total new production of insurance premiums): • 34.5% (+11 pp y/y) in Bancassurance • 26.7% (+ 9.7 pp y/y) on total market 909 814 O/w segreg. accounts O/w unit linked CAPITAL GUARANTEED 2001 inflows -10.4% New inflows 7,460 4,362 1,599 2000 2001

  17. MASS MARKET: GOOD RESULTS THANKS TO INCREASE IN LENDING VOLUMES AND SPREADS, WITH IMPROVED CROSS SELLING (Euro mln) • The good increase in lending volumes more than offset the decrease of deposits • M/l term loans: + 16% • Sight deposits: +2.4% INTEREST INCOME +7.2% TOTAL REVENUES 1,044 974 • Improved spreads both on loans and deposits: • Loans: + 3 bp • Deposits: + 12 bp +3.9% 1,999 2000 2001 1,924 • Good results from package accounts: • 1.5 mln customers, 19% growth on Dec 00 (compared with 2% growth of the number of traditional current accounts) • penetration from 34% (Dec 00) to 40% (Dec 01) NON INTEREST INCOME +0.5% 2000 2001 955 950 • Increase in Assets & Deposits per customer (+6.9%, from 14.3 th Euro to 15.3 th Euro) as a consequence of improved cross selling 2000 2001

  18. SMALL BUSINESS: GOOD LENDING PERFORMANCE AND POSITIVE EFFECT FROM IMPRENDO NEW CUSTOMERS LENDING VOLUMES (Euro mln) + 5.4% 12,048 INTEREST INCOME 11,434 +10.6% 635 574 2000 2001 TOTAL REVENUES SPREAD ON LOANS, % + 30 bp 4.24 3.94 2000 2001 + 11.2% 943 848 NON INTEREST INCOME 2000 2001 +12.5% • Imprendo customers as of Dec 01: • 125,000 (+ 36% on Dec 00), representing 23% of total small business customers • 35,000 new customers (19,000 in 2001 only) • Positive effect on revenues per customer from Euro 1.5 th to 1.7 th, +13.3% y/y) 308 2000 2001 274 2000 2001

  19. CORPORATE: EXCELLENT RESULTS DUE TO IMPROVED CUSTOMERS PORTFOLIO AND GROWING COMMISSIONS FROM HIGH VALUE-ADDED SERVICES • Increase lending profitability: • growing loans (+12.8% y/y), even after a selective reduction of less profitable assets • better spread, +23 bp y/y Good performance of all commissions, not only from Forex & Derivatives BREAKDOWN OF COMMISSIONS % weight on total % ch. on 00 2001 (Euro mln) (Euro bn) 6.0 36.1 Forex & derivatives 187 +59 38 32.0 -1.9 Foreign services 95 +28 20 Payment services 68 +21 14 Portfolio management 39 +5 8 Avg. Loans 00 Avg. Loans 01 Selective reduction New Loans 99 +1 20 Other 488 +27 100 Total PROFITABILITY INCREASE +5.1 pp 5.6% RARORAC 0.5% 2000 2001

  20. SELECTIVE GROWTH TO MAINTAIN ASSET QUALITY AT EXCELLENCE LEVEL ALSO FOR THE FUTURE WEIGHT ON LOAN PORTFOLIO (DEC 2001) 7 MAJOR ITALIAN BANKS DEFAULT LIKELIHOOD(1) % GROWTH (DEC O1/00) 2000 2001 • Gross NPL • /Gross Loans 2.9% 2.6% LOW(1) 51.1% +12.4 • Gross NPL • /Gross Loans T-2 4.0% 3.3% 38.1% +2.1 MEDIUM(1) • New NPL • /Gross Loans T-2 0.73% 0.68% • New Watchlist • /Gross Loans T-1 HIGH(1) 10.8% -10.0 1.05% 0.99% Coverage ratio on total gross NPL 48.2% 48.1% Total portfolio 100.0% +5.5 GOOD ASSET QUALITY: • Good improvement of asset quality indicators of the 7 major Italian Banks (includes a securitisation of Euro 660 mln of NPL carried out by Cariverona and Mediovenezie in 2001) • The flows of NPL and Watchlist Loans on Gross Loans show a good improvement • Stable coverage ratios (1) See Annex for definition

  21. S3 PROJECT IS WELL ON TRACK AND REINFORCES OUR CONFIDENCE TOWARDS THE RESPECT OF THE PLANNED TIMETABLE MAIN EVENTS OCCURRED AFTER THE APPROVAL OF S3 PROJECT (DECEMBER, 14TH 2001) • Creation of 13 task forces responsible of the reorganisation plan, with direct involvement of the Holding company Top Management • The task forces organised into working groups focused on the operational aspects of the reorganisation, 40 of which are currently working towards Jan 1st deadline (spin-off of the 3 new segment banks) • Top Management’s Roadshow in the main Italian towns to meet more than 8,000 members of the middle management to share the rationale and targets of Project S3

  22. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  23. UBM & TRADINGLAB: TOWARDS A MODEL OF STABLE GROWTH IN INVESTMENT BANKING 2001 REPRESENTED A TEST OF REVENUE STABILITY AND PREDICTABILITY FOR UCI’S INVESTMENT BANKING • LIMITED IMPACT OF BAD MARKET CONDITIONS: NON-CORRELATION BETWEEN REVENUE SOURCES (CORPORATE DERIVATIVES VS RETAIL DERIVATIVES AND CORPORATE FINANCE) NON CYCLICAL BEHAVIOR OF P&L • HIGH VOLUMES WITH LIMITED RISKS: LOW AND STABLE DAILY VAR, RESILIENCE TO MARKET STRESS STABILITY OF DAILY REVENUES 35.4% C/I (including variable compensation) • LIGHT AND FLEXIBLE PROFESSIONAL STRUCTURE

  24. BRILLIANT INCREASE IN NET INCOME ... Key figures 2000 2001 % Ch. Euro mln 444.0 610.3 +37.4 Total Revenues Net operating income 278.6 394.1 +41.5 Net Income 155.8 218.3 +40.2 C/I ratio (%) 37.3 35.4 -1.9 pp • C/I Ratio at excellent level (35.4%, -1.9 pp vs. 2000), despite significant IT investments and increased headcount (566, +181 vs. 2000) • ROE higher than 55% • Average daily net revenues from trading up 35% vs 2000 (Euro 2.04 mln vs Euro 1.51 mln), despite difficult market conditions; their “recurring nature” confirmed by 2002 trend

  25. ... MAINLY DUE TO A STRONG REVENUE INCREASE IN COUNTERCYCLICAL DERIVATIVES FOR CORPORATE AND INSTITUTIONAL CUSTOMERS UBM KEY HIGHLIGHTS Total Revenue Composition DERIVATIVES 2000 2001 % Ch. • CORPORATE: More than 25,000 deals with customers (nominal value of risk covered higher than 120 bn Euro) • INSTITUTIONAL: Engineering (in jv with Pioneer) of Capital Guaranteed Products Euro mln Capital Markets & Corporate Finance 38.5 32.0 -16.9 - 19.4 n.s. Corporate Banking CORPORATE BANKING Derivatives (1) +132.6 127.1 295.7 • Euro 19.4 mln from Syndication Financing (start-up in 2001) Corporate 93.7 220.6 +135.4 Institutional 33.4 75.1 +124.2 FIXED INCOME • Ranking 1st in the Italian Gov. Bonds primary market with 8.4% market share • Ranking 1st Italian issuer in Corporate Bond League Table Fixed Income (1) 40.6 30.2 -25.4 Equities (1) 40.9 25.3 -29.0(2) TOTAL 247.1 402.6 +62.9 TRADINGLAB KEY HIGHLIGHTS 196.9 198.7 +0.9 • Wider product range (“Range”, “Pick Up”, “Strategy”, “Super Stock” and “Dynamo”); issuance (Euro 4.5 bn) and market making of Derivatives Linked Notes • 50% market share in CW in Italy as at Dec. 2001, despite increased competition TOTAL INVESTMENT BANKING (3) 444.0 610.3 +37.4 (1) Sales & Trading (2) Calculated on a comparable basis (3) Balance due to Euro Capital Structures, operating as Agent in the securitisation business

  26. RESILIENCE TO MARKET STRESS PROVED BY STABILITY OF POSITIVE DAILY P&Ls FROM TRADING ACTIVITIES Daily VAR(1) and P&L UBM+TL (Jan. 2001 - Feb. 2002) Euro mln • 2001 Average daily VAR(1) 4.3% down vs 2000 (Euro 4.4 mln vs Euro 4.6 mln) • 11 Trading days with negative P&L before September 11th;16 after September 11th; no negative daily P&Ls in 2002 up to end of February Daily VAR and P&L UBM+TL • No negative outliner Daily P&L VaR (1) Figure relates to UBM and TL combined; calculation made with a 98-99% asymmetric double tail confidence interval

  27. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  28. PIONEER US - Gross Domestic Sales USD mln 5,000 3,838 4,000 3,430 3,283 2,751 3,000 2,287 2,166 2,000 1,361 1,019 1,000 0 1994 1995 1996 1997 1998 1999 2000 2001 PIONEER US - Net Domestic Sales USD mln 2,000 1,231 1,189 1,000 629 1,000 563 506 0 -251 -1,000 -2,000 -1,740 1994 1995 1996 1997 1998 1999 2000 2001 SUCCESSFUL TURNAROUND OF INFLOWS IN USA IN THE FIRST YEAR AFTER ACQUISITION ... • Best performance in Pioneer US’ history for gross and net sales in 2001, despite bad market conditions • Euro 673 mln net sales in the first two months of 2002 • Euro 21.7 bn AuM as at end 2001; Euro 22.4 bn as at 28.2.2002 • Increased market shares in USA: 1.32% (+5 bp) on total AuM(1); 1.98 (+14 bp) on Equity AuM(2) (1) Non Proprietary Long Term Assets (2) Year-end figures

  29. ... AND GOOD RESULTS IN ALL THE COUNTRIES WHERE PIONEER OPERATES THROUGH THIRD PARTY DISTRIBUTORS • Pioneer TOTAL AuM as at 31.12.2001: Euro 111.0 bn 2001Net sales 2002 Net sales(1) Dec ‘01 AUM 28.2.’02 AUM (1) (Euro mln) TOTAL +2,052 9,460 +775 10,283 • Pioneer TOTAL AuM as at 28.2.2001: Euro 111.6 bn Italy +1,048 5,733 +177 5,843 Institutional (2) • Pioneer TOTAL net sales in 2001: Euro 3.0 bn International +596 2,683 +561 3,370 New Europe +408 1,044 +37 1,071 • Leadership in the institutional segment thanks to a strong contribution from life insurance and pension products marketed to institutional customers (Insurance +13.1%; pension funds +39.0% vs 2000) • Increased market shares(2) in Italy (from 13.33% in Dec00 to 13.56% in Dec01) and Poland (from 19.7% to 24%) • Excellent turnaround of inflows in the “International” business area: +596 Euro mln in 2001, +561 in 2002 first two months vs -414 Euro mln in 2000 (1) January and February 2002 - Management accounts (2) Market shares in mutual funds including institutional and retail customers

  30. PIONEER HAD A GOOD INCREASE IN REVENUES (ON A PRO-FORMA BASIS); C/I RATIO AFFECTED BY THE COSTS OF TURNAROUND (Euro mln) 2001 Trend Vs. 2000 +3.9% Vs. 2000 pro-forma(1) thanks to successful turnaround of inflows and focus on high margin products (i.e. Capital Guaranteed) Percentage changes over 2000 reported figures are not meaningful because of differences in consolidation perimeter Total Revenues 483.9 Costs impacted by non recurring restructuring charges, interest expenses(2)andadvertising campaigns to relaunch Pioneer brand 378.4 Operating costs Gross operating income 105.6 Gross operating income affected by impact of turnaround costs 58.2 Net Profit also affected by increased reserves and very conservative approach to tax provisions Net Profit (3) (1) Pro-forma based on UCI estimates (not accounting figures) including Pioneer USA results (for the whole 2000) in 2000 Pioneer Group’s income statement (2) Interest expenses related to financing of goodwill (3) Contribution to UCI Group’s Net Profit

  31. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  32. NEW EUROPE BANKING: KEY HIGHLIGHTS MORE AND MORE AN IMPORTANT GROWTH FACTOR FOR UCI • Macroeconomic environment sustains accelerated growth • Further restructuring opportunities available • New acquisition in the pipeline to fuel further growth BRILLIANT ECONOMIC RESULTS … +43% OPERATING INCOME GROWTH (+31% at fixed FX), THANKS TO: • Revenue generation (+21% y/y, +11% at fixed FX) and diversification (Net non Interest Income/Total Revenues 39%,+2.5 p.p. y/y) • Strict cost control (C/I Ratio down by 8 p.p. to 48.9%) … IN A LESS FAVOURABLE THAN EXPECTED 2001 ENVIRONMENT (TO IMPROVE IN 2002) • Economic slowdown in Poland (1,1% real GDP growth in 2001 vs 4.0% in 2000) while growth in other countries remained strong • Strong reduction of Polish interest rates (-750 bp in 12 months) STRONG PERFORMANCE OF THE DIVISION ALSO PROVEN BY: • Outperformance of Bank PEKAO vs. major competitors • Increased contribution of other banks CAPITAL GAIN ON SPLITSKA (over Euro 34 mln gross of tax effect with 60% gross return on 1.5 years) PROVIDES TANGIBLE EVIDENCE OF NE STRATEGY

  33. OPERATING INCOME UP 43% Y/Y AND NET INCOME GROWTH AT +53% Y/Y (+31% AND +42% AT END 2000 FX RESPECTIVELY) (Euro mln) • VOLUMES GROWTH: • Gross Customer Loans: +17,3% yoy* • Customer Deposits: +16,6% yoy* • COMMERCIAL ACTIONS: • Active and rapid Repricing • Increased sales productivity Net Interest Income +6% +11% Total Revenues +16% 943 +21% 812 1,541 1,275 +31% Operating Income 2000 2001 +43% Non Net Interest Income 787 • NEW VALUE ADDED PRODUCTS INTRODUCED • Structured CD • Asset Management products • Credit Cards and Payment Services +18% 2000 2001 552 +29% 599 464 Cost/Income 56.7% 48.9% 2000 2001 2000 2001 -7.8 pp • -2.400 HEADCOUNT VS 2000: • Implementation of outsourcing opportunities • Incentivised exits, management of turnovers • STRICT COST CONTROL • Tight procurement, centralised purchasing • Real estate restructuring • Full scope contract renegotiation At end 2001 FX 2000 2001 At end of period FX(1) * Calculated on end of perioddata (1)Exchange ratio of 31 dec 01 for 2001, exchange ratio of 31 dec 00 for 2000

  34. INCREASED CONTRIBUTION TO DIVISION’S NET INCOME FROM BULBANK, SPLITSKA AND POL’NOBANKA THANKS TO RESTRUCTURING NEW EUROPE BANKING NET INCOME – UCI’s PORTION: EURO 227.3 mln (+35% y/y) SPLITSKA 5% (Euro 10.9 mln) POL’NOBANKA 1% (Euro 2.2 mln) BULBANK 14% (Euro 30.9 mln) GROUP PEKAO80% (Euro 183.3 mln) Group Pekao Bulbank Total Division Splitska Pol’no Banka +81(2) +53 +80 (2) +175 n.s. Net Income – % y/y growth (1) ROE, % 21.1 22.2 14.7 23.8 9.0 ROE – p.p. Ch. on 2000 +5.5 (2) +2.6 +6.6 (2) +13.5 n.s. C/I Ratio, % 48.9 48.7 45.9 48.0 68.2 -7.8 -7.9 -5.2 -6.9 -13.7 C/I Ratio – p.p. Ch. on 2000 17.7 23.5 29.7 17.9 1.8 RARORAC, % (1) At Unchanged FX (2) For 2000 Bulbank Net Profit net of € 79 mln (pre tax) extraordinary income from UBB disposal

  35. BANK PEKAO OUTPERFORMS ALL MAJOR COMPETITORS THANKS TO ADEQUATE REPRICING AND TIGHT COST CONTROL y/y % growth (1) Net Interest Income Net Commissions 46 20 Banking System (3) 7 7 17 Pekao Best perf. Pekao -6 Pekao Best perf. BH Banking System (3) Overheads costs (2) Net Income 65 65 18 Banking System (3) Best perf. Pekao Pekao Pekao Best perf. Pekao Banking System (3) -4 -4 -29 (1) Calculated on data based on Polish accounting standards at unchanged FX; all data are unconsolidated (2) Salaries, statutory employment costs, Non-personnel costs, Taxes and charges, Contribution and payment to Bank, Other costs (3) Considered Kredyt Bank, BSK, LG Petro Bank, BZWBK, BRE, BH, BPH + PBK, BOS, BIG BG, Fortis Bank (not included Pekao)

  36. OVERALL ASSET QUALITY OF THE DIVISION PRESERVED DESPITE ECONOMIC SLOWDOWN IN POLAND THANKS TO PEKAO’S SELECTIVE LENDING POLICY AND EFFECTIVE RECOVERY ACTIONS (Euro mln) KEY HIGHLIGHTS 2000 2001 % Ch. (Fixed FX) Volumes • Selective and conservative lending policies Total gross loans 9,845 11,552 +7.4 • Deterioration of asset quality mainly due to the economic slowdown in Poland in 2001 Gross NPL 916 1,241 +25.4 Gross NPL/Tot. gross loans (%) 9.3 10.7 +1.4 Net NPL/Tot. net loans (%) 1.4 2.4 +1.0 • Good coverage ratios, although negatively impacted by write-offs Coverage ratios • Approximately 25%(3) of Doubtful Loans with no payment delays(4) -on Total gross Loans (%) (1) 9.7 10.4 +0.7 56.1 -3.3 59.4 -on Total gross doubtful loans (%) (2) WE ARE PROMPTLY REACTING THROUGH: • Conservative lending policy • Implementation of new lending rules and procedures and active monitoring • Effective recovery actions (1) Total loan loss provisions /Total gross loans (2) Total specific provisions for doubtful loans/ Total gross doubtful loans (3) Internal estimate based on Pekao’s current portfolio situation (4) Due to restrictive Polish regulation based on financial ratios and risky sectors

  37. IN AN INTERNATIONAL SLOWDOWN SCENARIO NECs SHOW A STRONGER GROWTH (COMPARED TO USA AND EUROZONE) WITH A DECREASING RISK Average yearly spread of Polish sovereign debt vs Treasury (2) Real % GDP Growth (1) 254 250 bp bp 208 bp 194 bp 1999 2000 2001 2002(4) S&P’s NECs Rating(3) BBB- BBB BBB BBB • Good GDP growth above both the Eurozone and the USA • Decreasing risk supported by economic stability, inflation and budget deficit control • EU accession process accelerated as a result of Nice meeting leading very likely to EU entrance in 2004, and thus contributing to a virtuous economic cycle (1)UCI – FBD (2)J.P. Morgan EMBI Global (Emerging Market Bond Index) (3)UCI - FBD- Average S&P’s NEC’s Country Rating weighted on GDP (4)Average of first two months of 2002

  38. POSITIVE MARKET ENVIRONMENT AND EXPLOITMENT OF FURTHER RESTRUCTURING OPPORTUNITIES WILL SUPPORT DOUBLE DIGIT INCOME INCREASE SUSTAINED REVENUES GROWTH COST CONTROL • Increase in salesforce productivity • Divisionalisation (Corporate, Affluent / SMEs, Mass Market) to lead to improved commercial effectiveness • Product range enlargement to develop higher value added products and increase fee contribution (Asset management, Structured Products, Life Insurance in Retail; Forex,Trade Finance and Derivatives in Corporate) • Possible launch of focused initiatives (with dedicated sales force) to reinforce leadership in Affluent segment • Rebranding and relaunch of Pol’nobanka activities (to be renamed UniBanka in April 2002) • Ongoing cost control initiatives supported by further cost reduction driven by economies of scale • Development of regional credit card processing operation • Centralised IT purchase NEW IT SYSTEM • Common business models and standard applications • New IT system in Pekao and Bulbank leading to higher effectiveness and efficiency CREDIT PROCESS IMPROVING • Full redesign of credit process • Development of focused/state of the art rating and scoring system

  39. SUCCESSFUL COMPLETION OF THE ZAGREBACKA DEAL • Successfully completed tender offer for ZaBA • Total shareholding of Consortium: 80% • Mandatory cash offer for outstanding voting shares expected to be launched on 15 March 2002 • Splitska sold to allow completion of Zagrebacka deal generating Euro 34 mln gross capital gain and 60% gross return in 1.5 years 2001 Key Highlights(1) Strategic Rationale • Operating income: 378.2 • Pre-tax income: 84.5 • Total assets: 6,723 • Branches(2): 237 • Customers(2): 1,3 mln • Market share deposits(2): 36% • Undisputed leading bank in Croatia and Bosnia-Herzegovina • One of the most efficient and best performing banks in the region • Natural platform for further regional expansion 2004 EPS accretion of 1.8%(3) at group level (1) Euro mln, Kune/Euro FX: 7.14 as at 8th March (2) Number of total group branches as at 1H01 (3) Based on net effect of UCI acquiring an 85% shareholding in ZaBa and disposal of Splitska banka

  40. Agenda • 2001 Group Highlights • Divisional Reporting • Italian Commercial Banking • Wholesale Banking • Investment Banking • Asset Management • New Europe Banking • Conclusions

  41. SUMMING UP: 2001 GROUP HIGHLIGHTS GOOD REVENUE GENERATION AND INCREASED PROFITABILITY SUPPORTED BY A WELL BALANCED REVENUE MIX: • Italian Banking: Corporate, Small Business and Mass Market counterbalance the Private and Affluent results hit by negative market conditions • Investment Banking: strong revenue increase in countercyclical products for corporate and institutional customers more than offsets the decline in traditional Investment Banking • New Europe: revenue growth led by increased volumes and commercial actions (distribution of new value-added products) with improved efficiency SOUND COST CONTROL: Cost Income Ratio at 52.7%, 47.8% at structural level STRATEGIC VISION AND RAPID ACTIONS: S3 project enhances UCI’s competitive advantage and value creation

  42. Annexes

  43. 2001 CONSOLIDATED INCOME STATEMENT (Euro mln) % ch. 2001 2000 Net interest income (incl. dividends) 4,747 +6.4 5,049 Net non interest income 4,571 +8.1 4,940 Total revenues 9,318 9,989 +7.2 Administrative costs (incl. depr.) 4,752 +10.8 5,263 4,726 Operating income 4,566 +3.5 Goodwill depr. 115 +140.9 277 Net loan loss provisions 903 -5.5 853 Other net provisions* +9.6 355 389 Net extraordinary income +131.0 100 231 Taxes +3.4 1,435 1,484 Minorities +8.0 463 500 1,454 Net income 1,395 +4.2 Tax rate, % 43.6 43.2 (*) Including provisions to general banking risk fund

  44. GOOD ASSET QUALITY CONFIRMED DESPITE THE SLOWDOWN IN ECONOMIC ACTIVITY (Euro mln) Italian banks New Europe banks Other(2) Group ‘00 ‘01 ‘00 ‘01 ‘00 ‘01 ‘00 ‘01 3,379 2,761(1) 916 1,241 341 245 4,636 4,247 Gross NPL y/y % change -18.3 +35.5 -28.2 -8.4 Gross NPL/Tot. Gr. Loans,% 3.4 2.7 9.3 10.7 1.8 1.7 3.9 3.5 Net NPL/Tot. Net Loans,% 1.8 1.5 1.4 2.4 0.6 0.6 1.7 1.5 Total gross doubtful loans 4,968 4,309(1) 1.545 2,077 515 457 7,028 6,843 y/y % change -13.3 +34.4 -11.3 -2.6 Net Doubtful Loans/Tot. Net Loans,% 3.1 2.7 7.1 8.8 1.1 1.5 3.3 3.2 Coverage ratios • -on total gross NPL, % 47.5 46.3 86.8 79.6 67.2 64.9 56.8 57.1 39.3 37.8 59.4 56.1 60.0 53.4 45.2 44.4 • -on tot. Gross doubtful • loans, % 2001E Italian Banks Division’s asset quality substantially better than industry (Gross NPL ratio at 2.8% compared to 4.7%) TIER 1 ratio 7.17% Coverage ratios are satisfactory. Securitisation deal impacts on the mix of doubtful loans (lower weight of non-performing loans with higher coverage ratios and higher weight of watchlist with lower coverage ratios) Total capital ratio 10.50% (1) In 1H01 Cariverona and Mediovenezie carried out a securitisation of Gross NPL for Euro 660 mln (Euro 250 mln net of write downs) (2)Mainly Locat, UniCredit Factoring and Parent Company

  45. LOW LENDING EXPOSURE VERSUS HIGH RISK SECTORS AND COUNTRIES Euro mln 2001 High risk sectors (relative to the economic trend) 4,303(1) Low lending exposure versus sectors with high conjunctural risk (4.7% of 2001 performing loans): • Euro 98 mln Aeronautics • Euro 312 mln Insurance • Euro 2,008 mln Leisure and Entertainment • Euro 1,171 mln Telecommunications • Euro 714 mln Telecom equipment manufactures Low lending exposure to South America (0.1% of 2001 gross customer loans): • Euro 39.5 mln Argentina • Euro 41.1 mln Cile • Euro 24.1 mln Venezuela • Euro 33.2 mln Brazil High risk countries 138(2) • Based on Bank of Italy matrix account and related to 7 banks, BMC and BMV • Of which Euro 42.9 mln guaranteed primarily by SACE

  46. RESULTS BREAKDOWN BY DIVISION (Euro mln) New Europe banking Corp. Centre & elisions Italian banking Wholesale banking New Initiatives Group total Interest margin (incl. div.) 4,017 -20 942 2 108 5,049 Net non interest income 3,801 1,117 599 22 -599 4,940 7,818 1,097 1,541 24 -491 9,989 Total revenues Administrative costs (incl. depr.) 3,862 595 754 83 -31 5,263 2,090 291 385 13 266 3,045 of which: Staff 3,956 502 787 -59 -460 4,726 Operating income Net provisions and other costs 629 26 207 2 378 1,242 Goodwill depreciation - - - - 277 277 Tax expenses 1,392 183 164 - -255 1,484 Extraordinary Income +67 -3 -6 - +173 +231 2,002 290 410 -61 -687 1,954 Net income 1,669 274 227 -61 -655 1,454 Net income for The Group

  47. APPENDIX ON ASSET QUALITY FOR ITALIAN BANKING The Default Likelihood is based on internal calculations, taking into account historical trends of NPL, doubtful loans and watch-list loans, sector historical trends and expectations • Low default likelihood - main sectors included: • Metal products • Farm & industrial machinery • Other industrial products • Electrical materials & supplies • Energy products • Other sales-oriented services • Medium default likelihood - main sectors included: • Commercial services • Textile leather & clothing • Food beverages & tobacco • High default likelihood - Sectors included: • Construction and public works • TMT • Transport related services

  48. WHOLESALE BANKING DIVISION INCOME STATEMENT (Euro mln) TOTAL INVESTMENT BANKING* ASSET MANAGEMENT (Pioneer+UCI Capital Italia) TOTAL WHOLESALE BANKING UBM T.Lab Interest margin (incl. div.) 11.4 -13.4 -2.0 -18.5 -20.5 Net non interest income 391.2 212.2 612.3 505.0 1,117.3 402.6 198.7 610.3 486.5 1,096.8 Total revenues Administrative costs (incl. depr.) 138.4 74.1 216.2 378.4 594.6 69.1 23.1 92.6 198.4 291.0 of which: Staff 264.2 124.6 394.1 108.1 502.2 Operating income Extraordinary Income -1.3 -0.5 -2.8 -0.5 -3.3 103.2 50.8 154.6 28.3 182.9 Tax expenses 143.4 71.1 218.3 71.9 290.2 Net income Net income for The Group 143.4 71.1 216.0 58.2 274.3 C/I Ratio, % 34.4 37.3 35.4 77.8 54.2 (*) Balance due to Euro Capital Structures (52% owned by UBM)

  49. THE COOPERATION WITH UBM AND TRADINGLAB RESULTED IN A SOUND SUCCESS FOR CAPITAL GUARANTEED PRODUCTS CAPITAL GUARANTEED PRODUCTS: EURO 7.46 Bn NET INFLOWS IN 2001*, MORE THAN EURO 8.7 Bn FROM LAUNCH TO FEB. ‘02 DIFFERENT PRODUCTS - ONE COMMON CONCEPT (Euro mln) Tot: 3,988 • Freedom for the asset manager; equity up to 60% of total capital invested • Low cost of the guarantee • Low capital absorption (according to B.I. standards) 4,000 386 868 3,000 Tot: 1,989 16 Tot: 1,273 2,000 Tot: 1,018 731 2,734 146 Tot: 465 1,000 165 ADVANTAGES FOR THE WHOLESALER 632 1,242 703 465 386 0 1Q’01 2Q’01 3Q’01 4Q’01 Jan-Feb. 2002 • Higher equity content of AUM • Higher market share in wealth management Fund, Equity & Index Linked Notes SegregatedAccounts Unit Linked (UNISTAR) (1) Net of Euro 91 mln. inflow from a joint BANK PEKAO / TRADINGLAB Capital Protected Note issued in October

  50. NEW EUROPE BANKING: RESULTS BREAKDOWN BY BANK (Euro mln) Group PEKAO (53,2%) BULBANK (85,2%) SPLITSKA BANKA (62,6%) POL’NO BANKA (72,4%) TOTAL (1) (UCI stake) Interest margin (incl. div.) 823 51 47 21 942 Net non interest income 545 23 18 13 599 Total revenues 1 368 74 65 34 1 541 Operating costs (incl. dep.) 666 34 31 23 754 - Staff costs 345 14 17 9 385 - Other costs 321 20 14 14 369 Net operating income 702 40 34 11 787 185 174 6* 12 5 Net loan loss provisions 36 353 18 3 410 Net income 30,9 183,3 10,9 2,2 227,3 Net income (UCI’s portion) ROE 22,2% 14,7% 23,8% 9,0% 21,1% Cost/income (excl. goodwill dep.) 48,7% 45,9% 48,0% 68,2% 48,9% Tax Rate 29,6% 20,9% 16,0% 46,6% 28,6% 1.083 94 65 29 1.272 Capital Absorption 226 Value Creation 255 28 12 1 17,7% 23,5% 29,7% 17,9% 1,8% RARORAC (*) Writeback (1) Balance due to roundings and elisions

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