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UNICREDITO ITALIANO GROUP Andrea Moneta – Deputy CEO & CFO

UNICREDITO ITALIANO GROUP Andrea Moneta – Deputy CEO & CFO. UBS Warburg 2003 Global Financial Services Conference New York - April, 28 th 2003. AGENDA. 2002 Group Highlights “The 2003 opportunity”: managing organic growth through 3 segment banks 2003 Outlook.

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UNICREDITO ITALIANO GROUP Andrea Moneta – Deputy CEO & CFO

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  1. UNICREDITO ITALIANO GROUPAndrea Moneta – Deputy CEO & CFO UBS Warburg 2003 Global Financial Services Conference New York - April, 28th 2003

  2. AGENDA 2002 Group Highlights “The 2003 opportunity”: managing organic growth through 3 segment banks 2003 Outlook

  3. Confirmed high profitability (ROE at 17.2%) even in a tougher than expected environment • Diversification of revenue sources enabled to keep revenues stable vs. 2001 (-0.2%) • S3 one-off costs partially counterbalanced by strict cost-control policies. Efficiency still at excellence levels (Cost/Income at 54.3%) • Strengthened Group financial position: improved coverage ratios and increased Core Tier I ratio (from 6.06% in 2001 to 7.10% in 2002) 2002 KEY HIGHLIGHTS

  4. DESPITE WORSE THAN EXPECTED ECONOMIC SCENARIO AND INTERNAL RESTRUCTURING UCI CONFIRMS IN 2002 ITS REVENUE GENERATION AND COST CONTROL CAPABILITY … TOTAL REVENUES (Euro mln) Quarterly evolution At unchanged FX (1) 10,122 10,099 +1.9% +1.6% +2.7% COST/INCOME RATIO % -0.2% 2,472 2,408 53.7% excl. S3 one-off costs 2001 2002 3Q02 4Q02 54.3 52.9 OPERATING EXPENSES Quarterly evolution (Euro mln) +4.2% +2.4% +4.6% 5,483 5,353 +5.0% 2001 2002 1,441 1,372 2001 2002 3Q02 4Q02 (1)Calculated on the FX of all the currencies of New Europe countries where UCI is present with fully consolidated banks.

  5. … LEADING TO A SATISFYING NET INCOME GROWTH (+1.9% ON 2001) AND GOOD PROFITABILITY LEVELS (ROE AT 17.2% IN 2002) OPERATING INCOME (Euro mln) Quarterly evolution At unchanged FX 4,616 4,769 -1.6% -1.3% -0.5% ROE (1) % -3.2% 1,031 1,036 18.4 17.2 2001 2002 3Q02 4Q02 NET INCOME (Euro mln) +1.8% Quarterly evolution +1.9% 2001 restated 2002 -21.5% 1,801 1,767 -20.2% 441 352 2001 2002 3Q02 4Q02 (1)Calculated on end of period net equity excluding profit for the period.

  6. POSITIVE VALUE CREATION AND FURTHER STRENGTHENING OF CAPITAL BASE CORE TIER 1 RATIO (considering all RWA) TOTAL CAPITAL RATIO (considering all RWA) TOTAL RWA From Euro 143.4 bn (Dec 01) to Euro 138.1 bn (Dec 02), -3.7% From 6.06% (Dec 01) to 7.10% (Dec 02) From 10.96% (Dec 01) to 11.64% (Dec 02) Shareholder’s value added (c) =(a)-COE(2) Value added per unit of risk taken (c)/(b) NOPAT (a) Risk taken(1) (b) MARGINAL RARORAC % CAPITAL ABSORPTION VALUE CREATION RARORAC % NOPAT (Euro mln) 1,641 Group total(3) 8,979 654 7.3 11.4 1,594 6,346 1,023 16.1 16.4 Italian banking 315 904 129 14.3 38.0 Wholesale banking 136 936 46 4.9 13.1 New Europe banking -94 New Initiatives 9 -96 n.m. n.m. (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) Balance due to Corporate Center and Other companies, respectively -311 for NOPAT, 784 for Capital absorption and -448 for Value Creation

  7. AGENDA 2002 Group Highlights “The 2003 opportunity”: managing organic growth through 3 segment banks 2003 Outlook

  8. OUR THREE SEGMENT BANKS REPRESENT THE PILLARS OF UCI’S NEW ORGANISATION Corporate division Private & AM division New Europe division Retail division New Europe Banks Clarima(1) UBM Pioneer Adalya(2) BMC(3) Xelion TradingLab Locat(4) (1) Consumer Finance (2) Retail mortgages (3) M/l term corporate financing (4) Leasing

  9. OUR RETAIL BANK, WITH THE MISSION OF BEING THE “QUALITY BRAND” IN THE MARKET OF FINANCIAL SERVICES FOR FAMILIES AND SMALL BUSINESSES, ACTING AS THE “LARGEST ITALIAN LOCAL BANK” OUR CORPORATE BANK, WITH THE MISSION OF BECOMING THE FIRST BANK FOR ITALIAN MID-CORPORATES THANKS TO A SUPERIOR ABILITY IN THE OFFER OF CORPORATE FINANCIAL RISK-MANAGEMENT SOLUTIONS OUR PRIVATE BANK, WITH THE MISSION OF PROTECTING AND INCREASING WEALTH OF PRIVATE CUSTOMERS THEY STARTED THEIR OPERATIONS ON JANUARY 1st WITH CLEARLY DEFINED MISSIONS

  10. UNICREDIT BANCA IS THE SINGLE LARGEST BANK IN ITALY… 6.2 mln CUSTOMERS, of which 4.8 mln MASS MARKET 0.9 mln AFFLUENT 0.5 mln SMALL BUSINESS 3,600 salespeople 2,500 financial consultants 1,300 account managers TOTAL LOANS Around 37 bn Euro CURRENT ACCOUNTS Around 32 bn Euro INDIRECT DEPOSITS Around 97 bn Euro

  11. ... WITH AN IMPORTANT PRESENCE IN THE WEALTHIEST REGIONS, WHERE THE FORMER 7 BANKS WERE TRADITIONALLY ROOTED RETAIL PRIVATE CUSTOMERS FINANCIAL WEALTH UCI Banca Branches % Of italian GDP UCI BANCA BRANCHES MKT SH. Branches mkt share # NATIONWIDE 9.2% Lombardia 20.4% 251 4.5% NORTH-EAST 16.2% Piemonte 8.7% 425 17.9% NORTH-WEST CENTRAL ITALY 8.5% 5.5% 9.1% 605 19.9% Veneto Friuli V. G. 2.3% 152 17.6% Emilia Romagna 8.8% 422 14.3% Italian Provinces Financial wealth (€M) Total 5 Regions 49.3% 1,855 12.6% 17.000 to 317.000 (35) SOUTH 11.000 to 17.000 (25) 2.000 to 11.000 (43) 4.7%

  12. THE BANKS’ STRATEGIC GOALS AND GUIDELINES HAVE BEEN CLEARLY SET OUT STRATEGIC GOALS • INCREASE in MARKET SHARES • Maintain COST/INCOME at EXCELLENCE LEVELS • Optimisation of Capital Allocation STRATEGIC GUIDELINES • Focus on SERVICE QUALITY and CUSTOMER SATISFACTION • Maintain excellence levels in the operating performance • Efficient allocation and motivation of Human Resources

  13. THE FIRST THREE MONTHS OF 2003 SHOW GOOD COMMERCIAL RESULTS, ALSO THANKS TO THE POSITIVEEFFECTS OF THE MAIN STRATEGIC PROJECTS • Good sales in first 3 months of 2003 vs. 4Q, traditionally strong in terms of sales: • avg. monthly sales of bancassurance: 496 mln single premiums (+80% vs. 4Q02) and 56 mln recurring premiums (+274% vs. 4Q02) • 2,059 avg. monthly IMPRENDO subscriptions by new Small Business clients, +16.2% vs. 4Q02 FIRST 3 MONTHS ACHIEVEMENTS • Increase either in household’s mortgages or in current accounts volumes • Good pricing ability, resulting in a resilient spread (789 bp in March) • Lower than expected extraordinary costs for incentivisation to leave • Brand management: strong marketing efforts in order to enhance brand recognition at local and national level MAIN PROJECTS UNDERGOING • Customer retention project: monitoring marginal and sleeping customers behaviours to re-activate relationships • Focus on the 2 riskier customer classes (representing around 5% of the total loans but 29% of the total expected loss), to reduce exposure and drive down cost of risk

  14. UNICREDIT BANCA D’IMPRESA CAN ENJOY A HUGECRITICAL MASS Around Euro 40 bn of total loans Around 3,500 employees 210 branches articulated in 4 commercial regions 900 account managers 50 teams of foreign services consultants • Around 92,000 total customers: • around 55,000 represent the bank core customers (non financial enterprises with a turnover of at least 1.5 mln Euro) • out of these, 40,000 have outstanding loans • UNICREDIT BANCA D’IMPRESA’s core active customers: • represent around 40% of the total Italian market* • on those, UBI has an exposure of 10.2% of their outstanding loans portfolio** *UBI estimates **Bank of Italy Credit Bureau (Centrale Rischi)

  15. STARTING FROM THE CURRENT PENETRATION OF THEEXISTING CUSTOMERS UNICREDIT BANCA D’IMPRESA HAS A BIG GROWTH OPPORTUNITY AT “LOW COST” AND “LOW RISK” THROUGH A REGIONAL DIFFERENTIATED APPROACH UNICREDIT BANCA D’IMPRESA WILL INCREASE MARKET SHARES THANKS TO A SELECTIVE GEOGRAPHICAL ANALYSIS AND THE OFFER OF QUALITY SERVICES, WELL AWARE OF THE RISK-REWARD PARADIGM UNICREDIT BANCA D’IMPRESA WILL INCREASE MARKET SHARES THANKS TO A SELECTIVE GEOGRAPHICAL ANALYSIS AND THE OFFER OF QUALITY SERVICES, WELL AWARE OF THE RISK-REWARD PARADIGM 10.2% avg. mkt share on core non-financial customers LOW COVERAGE (1) (<30%) MEDIUM COVERAGE (1) (30-55%) HIGH COVERAGE (1) (>55%) VENETO  HIGH MKT SHARE (>11%) FRIULI VG TRENTINO AA PUGLIA EMILIA R  MOLISE PIEMONTE   CALABRIA V. AOSTA MEDIUM MKT SHARE (9-11%)  SICILIA  TOSCANA  SARDEGNA  CAMPANIA  ABRUZZO  LOMBARDIA LOW MKT SHARE (<9%) MARCHE   LAZIO  UMBRIA (2)  LIGURIA  BASILICATA (1) Calculated dividing the number of core active customers of UniCredit Banca d’Impresa for the total customers of the region (2) Banca dell’Umbria not included in the calculation (data not available)

  16. UNICREDIT BANCA D’IMPRESA WILL LEVERAGE ON INFRA-GROUP AND “CROSS” DIVISION SYNERGIES TO DEVELOP ITS SERVICE MODEL WE IDENTIFIED THREE MAIN AREAS ON WHICH WE WILL FOCUS TO ACHIEVE OUR GOALS: CORPORATE DERIVATIVES • Take advantage of synergies with our investment bank (UBM) to maintain and further develop leadership in corporate derivatives, with increasing focus on quality of service • Increase the weight of innovative products (Equity risk hedging, Commodity & Energy risk) vs. traditional ones (Interest rate & Forex hedging) FOREIGN TRANSACTION SERVICES • Increase our market shares on foreign payments & collections of our clientsthrough a better coverage of our customer base • Sustain the internationalisation process of Italian companies leveraging on: • the presence of our banks in New Europe to satisfy our customers’ needs • the activity of our foreign branches (New York, London, etc.) CORPORATE FINANCE • Develop a service model to answer the request for corporate finance services of our top clients, starting from: • the strong synergies with UBM (investment banking) and Banca Mediocredito (long term and project finance) • a team of specialists fully dedicated to 150/200 “leader” companies selected as pilot to better identify and satisfy their needs

  17. SOUND COMMERCIAL RESULTS IN THE FIRST THREE MONTHS OF 2003 AND NEW PROJECTS WELL ON TRACK • Customers loans in line with end 2002 (-0.3%) despite rationalization of lending portfolio • Improved pricing on loans: mark up at 2.69% in March (+ 14 bp vs January and +2 bp vs February) FIRST 3 MONTHS ACHIEVEMENTS • Derivatives: around 13% customer base increase, with good increase in volumes and gross margins up 29% vs. same period in 2002 • Key clients: new service model to support origination of value added products (corporate finance, derivatives, asset finance etc.) MAIN PROJECTS UNDERGOING • Foreign transactions services: dedicated team to increase mkt share on foreign payments and collections, also through synergies with UCI New Europe network

  18. UNICREDIT PRIVATE BANKING IS THE BIGGEST PRIVATE BANK IN ITALY... KEY FIGURES ROOM TO INCREASE PENETRATION OF HIGH VALUE-ADDED SERVICES • More than 150 branches Breakdown of Total Dir. & Ind. Deposits + Loans • Around 550 Bankers 1% 7% • Around 95,000 customers, around 40,000 families 44% • Around Euro 36 bn Direct and Indirect Deposits 48% • Market Shares*: • 1.8% in AM • 2.4% in Mutual Funds • 2.5% in Securities in Custody Assets under Management Securities in Custody Liquidity Loans Note: Management accounts figures * Source (for Total Italian Market): Internal calculations on Assogestioni and BankIT data

  19. … OPERATING IN AN INTERESTING MARKET, COMPOSEDBY FEW INDIVIDUALS CONTROLLING A HUGE PROPORTIONOF WEALTH WEALTH DISTRIBUTION AND UCI PB PRESENCE IN ITALY Wealth in Italy* by region UCI PB AuM** by region 21 mln Families € 2,639 bn € 11.2 bn HNWI > Euro 500K Affluent < Euro 500K Mass Total Banking assets Families Profits HNWI: liquid assets > Euro 500K; Affluent = € 50K TO € 500K; Mass =< €50K Source: 2000, National Statistics, PwC Analysis * Weighted Average of income and deposits by region ** UCI PB AuMs by region Source: UCI PB – Strategic Marketing calculations on UCIBANCA – Strategic Marketing data

  20. THE BANK WILL LEVERAGE ON ITS STRONG COMPETITIVE POSITION UCI PB COMPETITIVE ADVANTAGES TYPICAL TARGET CUSTOMER COMPETITORS POSITIONING • Higher quality of service • Wider offer of products/ services Upper Affluent / Lower Private (500,000 Euro<Total Financial Wealth<1 bn Euro) • Consolidated long-term “trust” with the client LOCAL DOMESTIC PLAYERS • Superior skills and competencies • Sub-scaled • Synergies with other Group companies NATIONAL DOMESTIC PLAYERS • Higher focus and better strategy All categories of Private Clients • Large but weak • Wide-spread presence all-across the country Upper Private / Large Accounts (Total Financial Wealth>10 bn Euro) • Strong for brand and tradition, but limited (on-shore) FOREIGN PLAYERS • Deeper knowledge/ understanding of customers

  21. RESULTS IN THE FIRST THREE MONTHS OF 2003 ARE ENCOURAGING, DESPITE THE ADVERSE MARKET SCENARIO • Around 400 net acquisitions of clients • Around Euro 1.2 bn Total Gross Sales of AM products and Euro 250 mln of structured bonds FIRST 3 MONTHS ACHIEVEMENTS • Total Direct and Indirect Deposits stable on 31.12.2002 levels despite negative market performance (around –1.7%) • Good start of the second “tax-amnesty” for the repatriation of capitals managed in foreign countries, with the acquisition of 281 mandates • Optimisation of the offer for customers with less than Euro 500K; senior Private Bankers focused on the acquisition of new customers MAIN PROJECTS UNDERGOING • Development of a distinctive offer for highly sophisticated and wealthy customers • Joint-project with UCI Banca d’Impresa for a combined offer of Corporate and Private services to entrepreneurs

  22. AGENDA 2002 Group Highlights “The 2003 opportunity”: managing organic growth through 3 segment banks 2003 Outlook

  23. WE HAVE CONSIDERED TWO DIFFERENT MACROECONOMIC SCENARIOS FOR 2003 BASE SCENARIO (60% likelihood1) ADVERSE SCENARIO (35% likelihood1) Gradual improvement of macroeconomic fundamentals Still weak macroeconomic fundamentals Economic scenario Real GDP growth: +1.0% +0.2% - in Italy +2.1% +1.0% - in Poland 2.50% 1.75% Refi ECB (as at 31.12.2003) +5.5% +4.2% Avg. Loans growth (2) Avg. Deposits growth (2) +5.6% +8.0% 4.29% (-5bp on 2002) 4.18% (-16bp on 2002) Avg. Sh. Term Spread (2) Mutual Funds Perf. (3) +3.7% (on 31.12.2002) -3.0% (on 31.12.2002) (1)Balance (5% likelihood) attributed to a more positive scenario (2)Data related to the whole Italian Banking System (3)Calculated on the whole stock of Mutual Funds in Italy (“perimetro Assogestioni”)

  24. WE ARE ACTIVELY WORKING IN ORDER TO PRESERVE NET INCOME GROWTH EVEN IN THE ADVERSE SCENARIO UCI 2003 BUDGET (Base Scenario) IMPACTS OF THE ADVERSE SCENARIO (pre contingency plan) Moderate increase on 2002: increased market shares in loans and deposits in Italy offsetting slightly lower spreads ~ -100 Euro mln. vs Base Scenario Net interest Income Growth related to increased net commissions (due to sales of high value added products, synergies among the segment-banks and growth of foreign- trade services) and income from financial transactions from Corporate Banking ~ -260 Euro mln. vs Base Scenario Net Non-interest Income Moderate growth mainly due to S3 one-off costs and launch of strategic projects in the 3 segment banks. Tight control on ordinary costs Savings for ~ 60 Euro mln costs directly linked to lower revenues Operating Costs In line with 2002, including 2002 extraordinary provisions Overall decreasing; moderate growth on 2002 levels net of extraordinary provisions (i.e. Pekao and alignment of provisioning criteria in the 7 banks) Loan Loss Provisions

  25. Annex

  26. FY02 CONSOLIDATED INCOME STATEMENT % ch. on FY01 % ch. on 3Q02 (Euro mln) FY02 4Q02 Net interest income (incl. div.) +0.9 +0.3 5,127 1,253 Net non interest income -1.3 +5.2 4,972 1,219 Total revenues 10,099 -0.2 2,472 +2.7 Administrative costs (incl. depr.) +2.4 +5.0 5,483 1,441 4,616 1,031 -3.2 -0.5 Operating income Goodwill depr. -11.6 -6.3 245 59 Net write-down of loans +34.8 +84.5 979 321 Other net provisions* +32.6 n.m. 472 309 Net extraordinary income +69.3 n.m. 359 218 Taxes -17.5 -42.0 1,317 178 Minorities -37.8 -38.0 161 31 1,801 352 +1.9 -20.2 Net income (*) Including provisions to reserve for general banking risk

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