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Unipol Interim / Quarterly Report 2015

May 8, 2015

4405_10-q_2015-05-08_a7353eda-f49e-420f-b7d2-50b01269d9dc.pdf

Interim / Quarterly Report

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Unipol Gruppo Finanziario Consolidated Interim Financial Report at 31 March 2015

UNIPOL GRUPPO FINANZIARIO S.P.A. _____________________________________________________________

Registered and Head Offices at Via Stalingrado 45, Bologna Share capital €3,365,292,408.03 fully paid-up Bologna Register of Companies, Tax and VAT No. 00284160371 - R.E.A. No. 160304 Parent of the Unipol Insurance Group entered in the Register of Insurance Groups - No. 046 Parent of the Unipol Banking Group entered in the Register of Banking Groups - No. 20052

www.unipol.it

Consolidated Interim Financial Report at 31 March 2015

(pursuant to Art. 154-ter of Legislative Decree n. 58/1998)

Bologna, 7 May 2015

CONTENTS

Company bodies
INTERIM FINANCIAL REPORT
Consolidation scope at 31 March 2015
Group highlights and alternative performance indicators
Operating performance
Insurance Sector
Banking Sector
Real Estate Sector
Holding and Other Businesses Sector
Asset and financial management
Shareholders' equity
Technical provisions and financial liabilities
Significant events during the first quarter of 2015 and after the end of the quarter,
and business outlook

CONSOLIDATED FINANCIAL STATEMENTS

Statement of financial position
Income Statement
Condensed operating income statement by business segment
Statement of financial position by business segment

Statement of the Manager in charge of financial reporting
pursuant to Art. 154-bis of Legislative Decree no. 58/1998..................................

Company bodies

Honorary Chairman Enea Mazzoli
Board of Directors
Chairman Pierluigi Stefanini
Vice Chairman Giovanni Antonelli
Chief Executive Officer and General Manager Carlo Cimbri
Directors Giovanni Battista Baratta
Francesco Berardini
Paolo Cattabiani
Piero Collina
Sergio Costalli
Ernesto Dalle Rive
Guido Galardi
Giuseppina Gualtieri
Claudio Levorato
Ivan Malavasi
Paola Manes
Pier Luigi Morara
Milo Pacchioni
Maria Antonietta Pasquariello
Elisabetta Righini
Francesco Saporito
Adriano Turrini
Marco Giuseppe Venturi
Rossana Zambelli
Carlo Zini
Mario Zucchelli
Secretary of the Board of Directors Roberto Giay
Board of Statutory Auditors
Chairman Roberto Chiusoli
Statutory Auditors
Alternate Auditors
Silvia Bocci
Domenico Livio Trombone
Carlo Cassamagnaghi
Chiara Ragazzi
Manager in charge
of financial reporting
Maurizio Castellina
Independent auditors PricewaterhouseCoopers SpA

Interim Financial Report

Consolidation Scope at 31 March 2015

(line-by-line method - direct holding out of total share capital)

(13) 100% share held by UnipolSai Finance

(14)36.15% share held by UnipolSai Finance

APB Car Service - 70%

GROUP HIGHLIGHTS
Amounts in €m 31/3/2015 31/3/2014 31/12/2014
Non-Life direct insurance premiums 1,972 2,288 8,969
% variation -13.8 -6.6 -8.7
Life direct insurance premiums 2,550 2,473 8,915
% variation 3.1 21.5 27.7
of which Life investment products 195 40 141
Direct insurance premiums 4,522 4,761 17,883
% variation -5.0 6.2 6.4
Banking business - direct customer deposits 10,453 10,984 10,261
% variation 1.9 1.6 -5.0
Consolidated profit (loss) 312 132 505
% variation 135.9 5.7 168.8
Investments and cash and cash equivalents 84,896 78,112 79,985
% variation 6.1 5.4 7.9
Technical provisions 64,763 58,536 61,895
% variation 4.6 2.9 8.8
Financial liabilities 15,736 16,474 15,459
% variation 1.8 2.7 -3.6
Shareholders' Equity attributable to the owners of the Parent 6,070 5,568 5,691
% variation 6.6 2.8 5.1
Group solvency margin (Solvency I ratio) 163% 156% 166%

Alternative performance indicators 1

Indicatori alternativi di performance 31/03/2015 31/03/2014 31/12/2014
Loss ratio - direct business (including OTI ratio) 69.4% 67.4% 68.0%
Expense ratio - direct business 26.2% 25.7% 26.7%
Combined ratio - direct business (including OTI ratio) 95.6% 93.1% 94.7%
Loss ratio - net of reinsurance 71.0% 67.9% 68.6%
Expense ratio (calculated on premiums earned) - net of reins. 25.6% 24.4% 25.4%
Combined ratio (with expense ratio calculated on premiums earned) - net of reins. 96.6% 92.3% 94.0%

1 Alternative performance indicators are not defined by accounting rules; rather, they are calculated based on economic-financial procedures used in the sector.

Loss ratio: primary indicator of the cost-effectiveness of operations of an insurance company in the Non-Life sector. This is the ratio of the cost of claims for the period to earned premiums.

OTI (Other Technical Items) ratio: ratio of the sum of the balance of other technical charges/income and the change in other technical provisions to net earned premiums

Expense ratio: percentage indicator of the ratio of operating expenses to premiums written.

Combined ratio: indicator that measures the balance of Non-Life technical management, represented by the sum of the loss ratio and the expense ratio.

Operating performance

In 2015, the Unipol Group continued to be fully engaged in completing the integration of the sales networks with the business management IT systems, as outlined in the Business Plan, with the objective to streamline operations and achieve cost synergies. By the end of the year and upon prior authorisation from the competent authorities, additional corporate rationalisation activities are being planned in order to make the Group structure even more efficient.

From a business perspective, in the first quarter of 2015, the Unipol Group had a positive operating performance in terms of income statement and financial position, due, in particular, to the trends observed in the financial markets and to the finalisation of some financial transactions that were initiated in the last few months of 2014, the financial effects of which were recognised in the first quarter of 2015. Within the insurance segment, the claims trend still appeared to be favourable although during the period in question, an increase in claims resulting from natural disasters was recorded while competitive pressure on tariffs continued.

More specifically, in the Non-Life segment, premiums declined in the first few months of 2015, as is also expected for the rest of the year, adversely impacted by the business unit transfer to Allianz along with the portfolio outstanding at the end of 2014.

Premium volumes also continue to be affected by a strong competitive trend reflected in the decrease in the average premium, especially in the MV TPL business. In this context, the Non-Life premiums of the Group stood at €1,972m (-13.8% from the data of the first quarter 2014). Based on management assessments, and excluding the effects of the aforementioned portfolio transfer, the estimated ongoing trend for Non-Life direct premiums (hereinafter "estimated operating figure") was around -5.5%. Premium in the motor vehicle TPL business stood at €949m, down by 20.2% in the first quarter of 2014 (estimated operating figure -9.6%). A decline was also recorded in the Land Vehicle Hulls business with premiums totalling €156m, -14.7% (estimated operating figure -4.5%). The Non-MV segment, affected by a still weak macroeconomic scenario pending the recovery expected for the remaining part of the year, showed more resilience with premiums amounting to €868m, down by 5.3% (estimated operating figure -0.8%).

Towards the end of the quarter, the Group intensified its sales activities aiming at relaunching its product lines, such as the development of new network and customer relationship models as well as the launch, in February, of the new UnipolSai advertising campaign aiming at consolidating its success in the sale of policies with zerointerest monthly payments, in synergy with the Group's banking business. Based on its new business proposal for the year 2015, UnipolSai will offer additional services within the health segment thanks to the network of private health facilities partnered with Unisalute, and to expand its business proposal with the offering of other insurance policies at zero-interest monthly payments, covering families needs.

Analysing the results obtained in the Non-life segment of the main companies of the Group, UnipolSai contributed a total of €1,703m to the consolidated premiums (-14.5%, estimated operating figure -4.9%), whereas Unisalute, which this year celebrates its 20 year anniversary, recorded premiums amounting to €111m (+2.9% versus the first quarter of 2014). A decline was registered in the other main companies of the Group operating primarily in the MV segment, such as Linear, Arca Assicurazioni and Liguria Assicurazioni, due to the competitive trend within the sector, whereas SIAT (€25m, -14.9%), focusing on the Sea Vehicles segment, was impacted by some temporary mismatches in the issuing of important insurance policies.

With regard to Non-Life claims, technical indicators remained positive in the MV TPL business due to the constant monitoring of the average costs and the holding steady of the claims provisions of the previous years, as well as to the frequency of claims following the decline registered in the last few years. The Non-MV businesses were negatively affected by damages to properties caused by an exceptional weather event (wind storm) in Tuscany at the beginning of March.

In this context, the Unipol Group recorded, at 31 March 2015, a loss ratio for direct business (including the balance of other technical items) of 69.4% versus 67.4% at 31 March 2014, with the increase to be attributed mainly to said weather event.

The direct business expense ratio, despite the drop in operating costs expressed in absolute values, was 26.2% due to the impact of the decline in premiums and the shift of the sales mix toward a type of premiums that was characterised by higher commissions in addition to the greater impact of variable commissions directly related to technical upgrades.

Overall, the Group's combined ratio (direct business) stood, at the end of the first quarter of 2015, at 95.6% versus 93.1% at 31 March 2014.

In the first three months of 2015, the favourable trend in the premiums of the Life segment was confirmed within a market scenario characterised by a continuing fall in interest rates which increases the appeal of the traditional insurance products with returns linked to separately managed accounts. At the end of the quarter, the premiums showed a growth even compared with the strong performance registered in the first quarter of the previous year, especially in the bancassurance business. The premiums of the Group reached €2,550m, +3.1% compared with the first quarter of 2014 which had recorded a 21% growth.

In particular the Unipol Group benefited from the growth of the companies Arca Vita and Arca Vita International which registered premiums of €608m (+27.2% versus the first quarter of 2014) and UnipolSai which, with premiums amounting to €1,040m, showed a 15.6% growth. The Popolare Vita Group production decreased by 21.5% at €827m, versus a similar percentage growth in the first quarter of 2014, while the other bancassurance company, Bim Vita, with premiums up to €66m, doubled the premiums of the first quarter of 2014.

As a result of the above, the volume of new business in terms of pro-quota APE stood, in the first quarter of 2015, at €142m (€132m at 31/3/2014), of which €73m was contributed by the traditional companies and €69m by the bancassurance companies.

As regards the management of financial investments related to the insurance segment, in the first quarter of 2015, the Group's security portfolio, characterised by the significant presence of Italian government securities, showed a substantial increase in value due to an improvement in the microeconomic prospects favoured by the anti-deflation activities carried out by the ECB which, with the launch of Quantitative Easing, restored confidence within the financial markets of government securities and the European stock exchanges. In order to preserve the risk/return profile of the assets and consistency between assets and liabilities towards the insured, the portfolio profitability showed, over the period considered, a significant return, equal to about 7.1% of the invested assets. The harvesting policy adopted by the Group, following activities aimed at an increased diversification profile of financial assets, contributed to the achievement of these results In the last few months of 2014, transactions for the forward sale of some securities maturing in January 2015 (for the nominal amount of €1.5bn), were agreed upon. On said date, the transactions were finalised followed by the recognition of their financial effects and the recording to the income statement of significant gains from sales (€206m). These transactions should be considered non-repeatable during the year and the resulting positive financial effect, which strongly impacted the profitability of the financial operations and the consolidated economic results of the first quarter of 2015, shall be measured throughout the entire 2015 period, and therefore the overall performance of the financial operations and related contribution of the results for the period can be accurately measured only at the end of the current period. During the period, simplification activities of the portfolio continued, with the reduction of Level 2 and 3 structured bonds for a total of €485m.

The improvement in the macro-economic scenario benefited also the Banking segment where a prudent lending policy was confirmed. Activities favouring retail customers and SMEs continued, seeking to increase the insurance customer base through the financing of insurance premiums and the sale of banking products through the agency channel.

In the first quarter of 2015, the trend of impaired loans was positive, holding steady at the same stock levels as at the end of 2014. Consequently the Banking segment, in the first quarter of 2015, provided a positive economic result to the Group.

As regards the Real estate segment, operations focused mostly in the preparations for the renovation of some of the portfolio's properties in order to seek opportunities for value increase or income generation. Renovation activities will be self-financed through some planned property sales, which in the first quarter of 2015 concerned mostly the Porta Nuova area in Milan, even if this objective may be impacted by the still difficult situation of the real estate market.

The results of the companies which are part of the other sectors where the Group operates, in particular the hotel and medical sectors, remained negative even though currently being contained due to the cost rationalisation activities promoted by the new management. Negotiations are under way with Fenice Holding for the possible acquisition of UNA S.p.A. (a subsidiary of Fenice Holding) which would allow, through a merger with Atahotels S.p.A., for the creation of a leading operator in hotel activities in Italy.

The Unipol Group ended the first quarter of 2015 with a consolidated profit of €312m, a substantial growth compared with the €132m of the first quarter of 2014, due mainly to the concentration in these first few months, as previously described, of the majority of the gains from the sale of securities expected for the entire period.

________________________________________________________________________________________

The estimated consolidated solvency position at 31 March 2015 showed a ratio between available capital and required capital of 1.63 times, in line with the final figures at 31 December 2014. Bearing in mind the Convertible Loan issued by UnipolSai, with mandatory conversion into ordinary shares by 31 December 2015, the estimated solvency ratio rises to 1.65.

To be noted is that, at the level of the Unipol Banking Group, the CET 1, at 31 March 2015, was 11.3% compared to the regulatory minimum defined as 8.5% in effect from 2015.

Insurance Sector

The net profit of the Insurance Sector was €339m (€179m at 31/3/2014), of which:

  • €243m relating to the Non-Life sector (€143m at 31/3/2014);
  • and €96m relating to the Life sector (€35m at 31/3/2014).

At 31 March 2015, Investments and cash and cash equivalents of the Insurance sector totalled €71,909m (€67,354m at 31/12/2014), €19,308m of which was from Non-Life business (€18,555m at 31/12/2014) and €52,601m from Life business (€48,799m at 31/12/2014).

Financial liabilities amounted to €4,627m (€4,620m at 31/12/2014), €1,657m of which in the Non-Life business (€1,820 at 31/12/2014) and €2,970m in the Life business (€2,800m at 31/12/2014), whose increase is particularly due to the Financial liabilities relating to contracts issued by insurance companies where the investment risk is borne by policyholders.

Total premiums (direct and indirect premiums and investment products) at 31 March 2015 amounted to €4,527m (€4,781m at 31/3/2014). Non-Life premiums amounted to €1,972m (€2,288m at 31/3/2014) and Life premiums totalled €2,550m (€2,473m at 31/3/2014).

Direct premiums

Direct premium income
Amounts in €m 31/3/2015 % comp. 31/3/2014 % comp. % var.
Non-Life direct premiums 1,972 43.6 2,288 48.1 -13.8
Life direct premiums 2,550 56.4 2,473 51.9 3.1
Total direct premium income 4,522 100.0 4,761 100.0 -5.0

On the basis of estimated operating figures, Non-Life premiums declined by 5.5%.

Indirect premiums

Indirect premium income
Amounts in €m 31/3/2015 % comp. 31/3/2014 % comp. % var.
Non-Life premiums 4 94.0 19 94.4 -76.4
Life premiums 0 6.0 1 5.6 -74.8
Total indirect premiums 5 100.0 20 100.0 -76.3

Non-Life business

The breakdown of direct business relating to the main classes compared with 31 March 2014 is set out in the following table:

Non-Life business direct premium income
Amounts in €m 31/3/2015 % comp. 31/3/2014 % comp. % var.
Land, sea, lake and river motor vehicles TPL (classes 10 and 12) 949 1,189 -20.2
Land Vehicle Hulls (class 3) 156 183 -14.7
Total premiums - Motor vehicles 1,105 56.0 1,372 60.0 -19.5
Accident and Health (classes 1 and 2) 331 349 -5.2
Fire and Other damage to property (classes 8 and 9) 250 270 -7.4
General TPL (class 13) 162 157 2.9
Other classes 125 140 -10.5
Total premiums - Non-Motor vehicles 868 44.0 916 40.0 -5.3
Total Non-Life direct premiums 1,972 100.0 2,288 100.0 -13.8

Direct premiums continue to be impacted by a strongly competitive market environment resulting in a downturn in the average premium, particularly in the MV TPL class, and by the ongoing economic crisis affecting businesses and households. The transfer of the business unit to Allianz in 2014 also had a significant impact. In the MV TPL class (direct premiums of €949m, -20.2% and estimated operating figure -9.6%) commercial policies aimed to protect the policy portfolio through support to advertising campaigns and targeted sales offers, including interest-free loans and black box installation. The Land Vehicle Hulls class also recorded a decline of €156m (-14.7% and estimated operating figure -4.5%) as a direct effect of the current trend for mandatory coverage; other causes of this decrease were a reduction in expenditure for non-mandatory insurance and the ageing of the vehicle fleet on the road.

The Non-MV class showed greater staying power despite the unfavourable macroeconomic scenario, with premiums of €868m, down by 5.3% (estimated operating figure -0.8%).

With regard to Non-Life claims, in the MV TPL class the technical indicators remain positive thanks to constant control of average costs and to provisions for previous year claims as well as claim frequency, both showing improvements after the declines of past years. The Non-MV classes were impacted by significant damages to buildings caused by an exceptionally severe weather event (wind storm) which hit Tuscany in early March. The loss ratio solely for Non-Life direct business, including the OTI ratio, stood at 69.4% (67.4% at 31/3/2014).

The expense ratio for direct business was 26.2% (25.7% at 31/3/2014), despite the drop in operating costs in absolute terms; the value was impacted by the decline in premiums and by the shift of the sales mix towards business that offers higher commissions; another factor was the greater incidence of variable commissions directly linked to the improvement in technical business.

The combined ratio, based on direct business, was 95.6% at 31 March 2015 (93.1% at 31/3/2014).

Non-Life premiums of the main Group insurance companies

The Non-Life direct premiums of the UnipolSai Group totalled €1,801m (€2,107m at 31/3/2014, -14.6% and estimated operating figure -5.6%).

The direct premiums of UnipolSai alone, the Group's main company, stood at €1,703m (€1,991m at 31/3/2014, -14.5%, estimated operating figure -4.9%), of which €1,027m in the MV classes (€1,273m at 31/3/2014, -19.3%, estimated operating figure -7.8%) and €676m in the Non-MV classes (€718m at 31/3/2014, -5.9%, estimated operating figure -0.2%).3/

In the MV classes, premiums included €879m in the MV TPL class (€1,100m at 31/3/2014, -20.1%, estimated operating figure -8.5%) and €148m in the Land Vehicle Hulls class (€173m at 31/3/2014, -14.6%, estimated operating figure -3.8%).

At 31 March 2015 Arca Assicurazioni, the Non-Life company in the Arca Group, recorded direct premiums of €23m, down 6.5% compared to 31 March 2014.

The specialist companies (Linear and Unisalute) recognised direct premiums of €149m at 31 March 2015 (-4.7% compared to 31/3/2014).

Life business

The breakdown of direct business relating to the main classes compared with 31 March 2014 is set out in the following table:

Life business direct premium income
Amounts in €m 31/3/2015 % comp. 31/3/2014 % comp. % var.
Premiums
I - Whole and term Life insurance 1,522 64.6 1,996 82.0 -23.7
III - Unit-linked/index-linked policies 465 19.8 253 10.4 84.2
IV - Health 0 0.0 0 0.0 4.9
V - Capitalisation insurance 253 10.7 77 3.2 227.8
VI - Pension funds 115 4.9 108 4.4 6.8
Total Life business premium income 2,355 100.0 2,433 100.0 -3.2
Investment products
III - Unit-linked/index-linked policies 182 93.4 28 69.7 551.0
VI - Pension funds 13 6.6 12 30.3 6.7
Total Life investment products 195 100.0 40 100.0 386.2
Total premium income
I - Whole and term Life insurance 1,522 59.7 1,996 80.7 -23.7
III - Unit-linked/index-linked policies 647 25.4 280 11.3 130.6
IV - Health 0 0.0 0 0.0 4.9
V - Capitalisation insurance 253 9.9 77 3.1 227.8
VI - Pension funds 128 5.0 120 4.8 6.8
Total Life business direct premium income 2,550 100.0 2,473 100.0 3.1

In particular, the Unipol Group benefited from the growth of UnipolSai which, with premiums totalling €1,040m, increased by 15.6% compared to 31 March 2014, while a 6.3% decline was recorded by the bancassurance channel (Arca Vita Group and Popolare Vita Group companies) with direct premiums of €1,436m.

New business in terms of APE2, net of non-controlling interests, amounted to €142m at 31 March 2015 (€132m at 31/3/2014, +7.8%).

Life premiums of the main Group insurance companies

The Life direct premiums of the UnipolSai Group totalled €1,941m (€1,995m at 31/3/2014, -2.7%). The decrease is attributable to Class I, which recorded a 29.2% decrease, while all the other classes trended upward.

Direct premiums attributable to UnipolSai alone totalled €1,040m (€900m at 31/3/2014), up by 15.6%, while bancassurance companies Popolare Vita and Lawrence Life collected premiums of €586m (€1,054m at 31/3/2014) and €241m respectively (premiums at 31/3/2014 were not significant). Overall, the performance of Popolare Vita Group dropped by 21.5%.

At 31 March 2015 the Life companies of the Arca Group (Arca Vita and Arca Vita International), with premiums of €608m, recorded a growth of 27.2%, mainly attributable to Class III.

2 APE – Annual Premium Equivalent: the new Life business expressed in APE is a measurement of the volume of business relating to new policies and corresponds to the sum of periodic premiums of new products and one tenth of single premiums. This indicator is used to assess the business along with the in force value and the Life new business value of the Group.

Banking Sector

At 31 March 2015 the net profit of the Banking Sector was €3m (€4m at 31/3/2014).

Investments and cash and cash equivalents of the banking sector totalled €11,841m at 31/3/2015 (€11,814m at 31/12/2014).

Financial liabilities amounted to €11,040m (€11,152m at 31/12/2014).

Operating performance of Unipol Banca

At 31 March 2015 direct premiums , totalling €10,437m, showed a 1.8% increase compared to the 2014 year end value, due to greater deposits by Group companies (+31.6%) in the form of current accounts and time deposit. Net of volumes attributable to Group companies and to Cassa Compensazione e Garanzia (-47.8%), direct deposits attributable to ordinary customers decreased by 0.6%.

Indirect premiums at 31 March 2015 amounted to €53.7bn, up by 9.3% compared to 2014 year end (€49.1bn). Net of Group volumes, direct deposits totalled €4.1bn, up on the figure at 31 December 2014 (€3.6bn) by 13.8%. Increases were recorded both in assets under management (+8.8%) and in funds under custody (+9.3%).

At 31 March 2015, receivables from customers were €9,762m, unchanged from the figure at the end of 2014 (-0.7%). Gross non-performing loans at 31 March 2015 amounted to €3,933m, substantially unchanged (+1%) compared to €3,896m at 31 December 2014. At the end of the quarter, the coverage ratio, including the provisions made by the Parent Unipol on the total credit indemnities, remained unchanged at 42.3%.

With regard to the indemnity agreement with the Parent Unipol, and subsequent addendums, at 31 March 2015 the Maximum Amount Guaranteed by Unipol was €902m, slightly decreased from 31 December 2014 as a result of collections occurred during the period.

As to the income statement, the interest margin in the first quarter of 2015 was €52m, down by 3.3% on a like-for-like basis, i.e. including Banca Sai values at 31 March 2014.

Net commissions totalled €23m, with a €4m decrease on a like-for-like basis, due in particular to commissions on the indemnity agreement signed with Unipol which, following the enlargement of the scope of indemnity from the second half of 2014 and the increase of the commission rate, accrued a higher commission expense (+€5m).

With regard to the financial management, the first quarter of 2015 brought a smaller contribution to the gross operating income due to lower gains realised from the trading of Government bonds, which dropped from €26m at 31 March 2014 to €5m at 31 March 2015.

Value adjustments to receivables, amounting to €10m, were down €18m compared to the same period of 2014.

Operating expenses totalled €68m, down by 1.8% on a like-for-like basis.

The profit before tax at 31 March 2015 was €1.4m, compared to €2.8m at 31 March 2014, including €2.3m relating to Banca Sai.

Real Estate Sector

At 31 March 2015, the net loss of the Real Estate Sector was €2m, in line with the value at 31 March 2014.

Investments and cash and cash equivalents of the Real Estate sector (including instrumental properties for own use) totalled €1,849m at 31 March 2015 (€1,855m at 31/12/2014), consisting mainly of investment property amounting to €1,129m (€1,157m at 31/12/2014) and properties for own use totalling €502m (€481m at 31/12/2014).

Financial liabilities amounted to €164m at 31 March 2015 (unchanged from 31/12/2014).

With regard to the real estate development project in the area known as "Porta Nuova" in Milan, structured into the independent projects Porta Nuova Garibaldi, Porta Nuova Varesine and Porta Nuova Isola, note that during the first quarter all of the real estate fund units in which the Unipol Group invested through some associates and other investees established under Luxembourg law were sold to Qatar Holding. Following the sale, the seller companies used the first portion of the sales price to repay part of the loans received from the participants in the initiative. The Unipol Group received partial repayments of €105m of the loans granted in the form of Profit Participating Bonds.

The development projects concerning the areas Assago, Milanofiori, Milan via Fara 41 "Torre Galfa" and Milan via Melchiorre Gioia at the corner of via Don Sturzo are in progress.

With regard to disposals, official deeds of sale and preliminary agreements totalling more than €30m were signed during the quarter.

Holding and Other Businesses Sector

The pre-tax loss of the Holding and Other businesses sector at 31 March 2015 amounted to €28m (loss of €49m at 31/3/2014).

At 31 March 2015, Investments and cash and cash equivalents of the Holding and Other Businesses sector (including properties for own use for €186m) totalled €1,813m (€1,220m at 31/12/2014).

Financial liabilities amounted to €1,885m (€1,280m at 31/12/2014). The increase compared to 31 December 2014 is attributable to the outcome of the Exchange Offer promoted by Unipol on two senior unsecured bond loans expiring in 2017 and 2021, and the concomitant issue of a new bond loan expiring in 2025.

Commercial development activities of the diversified companies continued throughout the first quarter of 2015. These activities, along with redevelopment actions implemented in previous years and still in progress, achieved results which, even if still negative, are in line with the same period of 2014, despite continued weakness in the market environment.

Note that in March the Parent Unipol submitted a manifestation of interest within the framework of the offer for the business and assets of the hotel business of Fenice Holding (Una Hotels & Resort). Negotiations on an exclusive basis were therefore started in order to discuss the possible acquisition by Unipol Group of the hotel business of Fenice Holding, with the aim to combine Atahotels and Una Hotels & Resort. This combination would lead to the creation of a leading Italian hotel operator, with more than 50 hotel properties under management totalling approximately 8,600 rooms.

The Unipol holding ended the first quarter of 2015 with a net loss of €19m (loss of €40m at 31/3/2014).

Asset and financial management

Operations during the first quarter of 2015 was aimed at maintaining a high standard of portfolio quality through a process for the selection of issuers based on the criteria of issuer diversification and strength, placing particular attention on the liquidity profile.

The bond segment was the main focus of operations, mainly affecting Italian government bonds and nongovernment bonds, applying a medium/long-term investment approach.

Total exposure to government bonds during the quarter recorded a marginal increase of over €180m. A net positive balance of €706m was posted in the Life segment, compare to a net negative balance in the Non-Life segment of €563m. Purchases in the Unipol holding came to approximately €37m.

Purchases on the Life portfolio involved mainly fixed rate securities, useful to meet the ALM requirements of the Segregated Funds, continuing the rationalisation of the maturity dates of liabilities with covering assets. This activity, carried out on the basis of the contractual commitments and the goals of the Business Plan, was also implemented by using zero coupon type government bonds, primarily BTP (Long-Term Treasury Bond) strips, which allow the protection of minimum guaranteed returns and of the coupon reinvestment risk in a deflationary macroeconomic scenario marked by low interest rates.

To bring the duration of the assets back into line with that of the liabilities in the segregated funds concerned, a swap to cover the risk of rising interest rates was concluded in the Life portfolio for the nominal value of €344m.

Assets in Government bonds on the Non-Life segment was characterised by a sharp reduction in exposure in absolute value by way of a remodulation of the due dates in the portfolio. Sales involved fixed rate securities with due dates in the area of 10 years or longer, repurchases focused on the very short-term portion (treasury bills and CTZ) or on variable rate securities (treasury credit certificates).

The non-government component of bonds saw an increase in overall exposure of €1,125m during the quarter. This increase affected both the Life segment (€618m) and Non-Life segment (€499m), and the holding, with an increase in exposure of around €8m.

Asset portfolio simplification activities continued during the quarter. Level 2 and 3 structured bonds saw an overall reduction in exposure of €485m.

Share exposure increased during the first quarter 2015 by €321m. Transactions were broken down based on individual shares and ETFs (Exchange Traded Funds), representing share indexes. In detail, exposure rose by €155m in the Life segment, and by €166m in the Non-Life segment. Put options were purchased against this increase for hedging purposes on the stock market on the Eurostoxx 50 index for a nominal value of €128m. On the whole, therefore also taking into account put options purchased during 2014, the value hedged by the options was a little above €860m. The portfolio contained bonds with a good scope for future profits and a high profit flow. Almost all equity instruments in the portfolio belong to the main European share indexes.

Exposure to alternative funds, a category that includes Private Equity Funds and Hedge Funds, amounted to €394m, down by €12m during the quarter.

Currency operations were conducted exclusively to hedge the currency risk of outstanding equity and bond positions.

The overall Group duration stood at 5.90 years, up compared to 5.23 years at the end of 2014. The non-Life duration in the Group insurance portfolio was 3.58 years (3.13 years at the end of 2014) and in Life business was 6.98 years (6.15 years at the end of 2014). The Holding duration remained basically unchanged compared to the end of last year, 1.05 years due to the liquidity suitably held in the portfolio.

The fixed rate and floating rate components of the bond portfolio remained stood at 79.4% and 20.6% respectively. The government component accounted for approximately 77.2% of the bond portfolio whilst the

corporate component accounted for the remaining 22.8%, split into 17.2% financial and 5.6% industrial credit. Italian government bonds accounted for 71.4% of the total bond portfolio.

91.5% of the bond portfolio was invested in securities with ratings higher than BBB-. 2.8% of the total were positioned in classes "AAA" to "AA-", while 5.4% of securities had a rating in the "A" class. The exposure to securities in the BBB rating class was 83.3%.

The liquidity component in the portfolio stood at €2.4bn, mostly deposited with the Group bank.

At 31 March 2015, Group Investments and cash and cash equivalents totalled €84,896m (€79,985m at 31/12/2014), with the following breakdown by business segment:

Investments and cash and cash equivalents -Breakdown by business segment
Amounts in €m 31/03/2015 % comp. 31/12/2014 comp.% var.%
Insurance 71,909 84.7 67,354 84.2 6.8
Banking 11,841 13.9 11,814 14.8 0.2
Holding and Other Businesses 1,813 2.1 1,220 1.5 48.7
Real Estate 1,849 2.2 1,855 2.3 -0.3
Intersegment eliminations -2,516 -3.0 -2,259 -2.8 11.4
Total investments and cash and cash equivalents 84,896 100.0 79,985 100.0 6.1

The breakdown by investment category is as follows:

Amounts in €m 31/3/2015 % comp. 31/12/2014 % comp. % var.
Property (*) 3,980 4.7 4,010 5.0 -0.7
Investments in subsidiaries, associates and interests in joint ventures 101 0.1 178 0.2 -43.1
Held-to-maturity investments 1,879 2.2 2,238 2.8 -16.0
Loans and receivables 15,177 17.9 14,658 18.3 3.5
Debt securities 4,655 5.5 4,414 5.5 5.5
Loans and receivables from bank customers 8,944 10.5 9,006 11.3 -0.7
Interbank loans and receivables 210 0.2 338 0.4 -37.9
Deposits with ceding companies 31 0.0 31 0.0 1.8
Other loans and receivables 1,337 1.6 868 1.1 53.9
Available-for-sale financial assets 52,082 61.3 48,378 60.5 7.7
Financial assets at fair value through profit or loss 10,910 12.8 9,849 12.3 10.8
held for trading 663 0.8 392 0.5 69.2
at fair value through profit or loss 10,247 12.1 9,457 11.8 8.4
Cash and cash equivalents 766 0.9 674 0.8 13.6
Total investments and cash and cash equivalents 84,896 100.0 79,985 100.0 6.1

(*) including properties for own use

Net financial income (not including net income from financial assets and liabilities, whose investment risk is borne by policyholders) amounted to €890m at 31 March 2015, compared to €579m at 31 March 2014 (+53.7%). As stated on the previous pages, this financial income was affected by gains from unrepeatable realisations at those levels in the remaining portion of 2015.

Shareholders' equity

Shareholders' Equity attributable to the owners of the Parent amounted to €6,070m (€5,691m at 31/12/2014). The main changes in the period were as follows:

  • an increase of €216m owing to the increase in the provision for gains and losses on available-for-sale financial assets, from €777m at 31 December 2014 to €993m at 31 March 2015;
  • a decrease of €34m owing to the decrease in the provision for Other gains or losses recognised directly in equity;
  • an increase of €195m as a result of the Group profit at 31 March 2015.

Shareholders' Equity attributable to non-controlling interests amounted to €2,955m (€2,749m at 31/12/2014).

Technical provisions and financial liabilities

At 31 March 2015 technical provisions amounted to €64,763m (€61,895m at 31/12/2014) and financial liabilities totalled €15,736m (€15,459m at 31/12/2014).

Amounts in €m 31/3/2015 31/12/2014 % var.
Non-Life technical provisions 17,480 17,636 -0.9
Life technical provisions 47,283 44,259 6.8
Total technical provisions 64,763 61,895 4.6
Financial liabilities at fair value 2,356 2,277 3.5
Investment contracts - insurance companies 1,886 1,608 17.3
Other 470 670 -29.7
Other financial liabilities 13,379 13,182 1.5
Investment contracts - insurance companies 1 7 -86.7
Subordinated liabilities 2,629 2,623 0.2
Payables to bank customers 5,657 5,717 -1.0
Interbank payables 505 796 -36.5
Other 4,587 4,039 13.6
Total financial liabilities 15,736 15,459 1.8
Total 80,499 77,354 4.1

Technical provisions and financial liabilities

Significant events during the first quarter of 2015 and after the end of the quarter, and business outlook

Approval for the mandatory conversion of Class A and Class B savings shares into ordinary UnipolSai shares

On 26 January 2015, the UnipolSai Extraordinary Shareholders' Meeting, and on 27 January 2015 the Special Meetings of UnipolSai Class A and Class B Savings Shareholders, each to the extent of their responsibility approved the mandatory conversion of Class A savings shares ("Class A Savings Shares") and Class B savings shares ("Class B Savings Shares") into ordinary UnipolSai shares, in accordance with the following conversion ratio:

  • − 100 ordinary shares, with normal dividend rights, for each Class A Savings Share, without equalisation payment;
  • − 1 ordinary share, with normal dividend rights, for each Class B Savings Share, without equalisation payment.

The deadline to exercise the right of withdrawal expired on 27 March 2015 and it was validly exercised (i) for 67 Class A Savings Shares, for a value of €15,294.22, and (ii) for 5,490 Class B Savings Shares, for a value of €12,286.62. Since the total liquidation value of the shares withdrawn did not exceed the maximum outlay threshold to which finalisation of the conversion was subordinated, all of the conditions precedent of the transaction were fulfilled, so the conversion will take effect by the end of June, after the ex-dividend date relating to the year ending 31 December 2014.

At the date this quarterly Report is drawn up, the period of rights issue and right of pre-emption of the shares for which the right of withdrawal was validly exercised is in progress. The period for exercising the rights will end on 15 May 2015.

Approval of the proposal for mandatory conversion of preference shares into ordinary Unipol shares by the Extraordinary Shareholders' Meeting and Special Meeting for Preference Shareholders

On 25 February 2015, also with respect to the quorum envisaged for the Special Meeting of ordinary shareholders, the Unipol Extraordinary Shareholders' Meeting approved the mandatory conversion of the preference shares ("Preference Shares") into ordinary Unipol shares ("Ordinary Shares") (the "Conversion" or "Transaction"), based on the following conversion ratio:

  • 1 Ordinary Share, with normal dividend rights, for each Preference Share, without equalisation payment. On 26 February 2015 the Special Meeting of preference shareholders approved the same resolution.

On 17 April the period for exercising the right of withdrawal ended, and it was validly exercised for 3,524 Preference Shares, for a value of €13,077.56. Since the total liquidation value of the shares withdrawn did not exceed the maximum outlay threshold to which finalisation of the conversion was subordinated, all of the conditions precedent of the transaction were fulfilled, so the conversion will take effect by the end of June, after the ex-dividend date relating to the year ending 31 December 2014.

At the date this quarterly Report is drawn up, the period of rights issue and right of pre-emption of the shares for which the right of withdrawal was validly exercised is in progress. The period of exercising the rights will end on 3 June 2015.

Exchange offers targeting the holders of notes representing the 2017 Notes and 2021 Notes issued by Unipol

On 9 March 2015, Unipol (the Issuer) announced the launch of two exchange offers, proposing:

  • (i) to holders of outstanding notes representing the non-convertible Unsecured Senior Note known as "€750,000,000 5.00 per cent. Notes due 11 January 2017" issued by the Issuer on 11 December 2009 and listed on the regulated market of the Luxembourg Stock Exchange (ISIN Code XS0472940617) (the 2017 Notes) and
  • (ii) to holders of notes representing the non-convertible Unsecured Senior Note known as "€500,000,000 4.375 per cent. Notes due 5 March 2021" issued by the Issuer on 5 March 2014 and listed on the regulated market of the Luxembourg Stock Exchange (ISIN Code XS1041042828) (the 2021 Notes and together with the 2017 Notes the Existing Notes),

to exchange their Existing Notes with securities representing a new non-convertible Unsecured Senior Note, with a fixed interest rate and due in 2025, to be issued by the Issuer for listing on the regulated market of the Luxembourg Stock Exchange, in accordance with the terms and conditions of the Exchange Offer Memorandum dated 9 March 2015.

On the settlement date, 18 March 2015, the Company issued the new non-convertible Unsecured Senior Note for the total nominal value of €1bn, listed on the Luxembourg Stock Exchange, with a ten-year duration (maturing March 2025) and a fixed interest rate of 3%. A portion of the new loan, in the amount of €314,437,000, was given in exchange to the holders of Existing Notes whose exchange offers were accepted by the Company.

The total nominal value of the 2017 Notes accepted in exchange pursuant to the relevant Exchange Offer and the final acceptance amount of the 2021 Notes are €99m and €182.6m, respectively, so the outstanding amount after the settlement date of these notes is €298.6m for the 2017 Notes and €317.4m for the 2021 Notes.

Pending proceedings with the Antitrust Authority

On 26 March 2015 the Antitrust Authority notified a penalty provision with which UnipolSai Assicurazioni was ordered to pay an administrative penalty of €16,930,031 on the assumption according to which Fondiaria-SAI and Unipol Assicurazioni were allegedly party to, along with the Generali Group, an agreement restricting competition that was aimed at misrepresenting the competition in the local public transport MV TPL policy sector in the years 2010-2014. This is the ruling issued at the end of the preliminary proceedings no. I/744 that the Authority started to ascertain the existence of alleged violations of Art. 2 of Law 287/1990 and/or Art. 101 of the Treaty on the Functioning of the European Union, which was reported in the Consolidated Financial Statements at 31 December 2014.

It is the opinion of the Antitrust Authority that the agreement consisted of the non-participation in a given number of tenders called by some Local Public transport Companies to assign MV TPL insurance services for the purpose of preventing a competitive comparison and retaining the historically served customers through bilateral negotiations.

As UnipolSai considers the order entirely groundless, it gave its legal counsel a mandate to file an appeal before the Regional Administrative Court of Lazio.

Business outlook

In April the signs of recovery of Italy's economy strengthened, even if the uncertainty on the outcome of the negotiations on Greece's debt led to greater volatility in the financial markets, taking the BTP-Bund spread to above 100 points. Financial operations are still targeted at consistency between assets and liabilities and maintaining a high standard of portfolio quality through criteria of diversification of the issuers that maintain particular focus on their strength and liquidity.

As far as the performance of the businesses in which the Group operates is concerned, there are no significant events to report. The many marketing and commercial offering actions aimed at pursuing production recovery in the Non-Life segment are continuing, although in a scenario that is still highly competitive.

The Group is continuing to integrate some business management IT systems and other company simplification activities, already identified, as outlined in the strategies defined in the Business Plan.

Bologna, 7 May 2015

The Board of Directors

Consolidated Financial Statements:

  • − Statement of financial position
  • − Income statement
  • − Condensed operating income statement by business segment
  • − Statement of financial position by business segment

Consolidated Statement of Financial Position - Assets Valori in Milioni di Euro

Amounts in €m 31/3/2015 31/12/2014
1 INTANGIBLE ASSETS 2,108 2,133
1.1 Goodwill 1,582 1,582
1.2 Other intangible assets 526 551
2 PROPERTY, PLANT AND EQUIPMENT 1,504 1,522
2.1 Property 1,352 1,364
2.2 Other tangible assets 151 157
3 TECHNICAL PROVISIONS - REINSURERS' SHARE 1,084 988
4 INVESTMENTS 82,777 77,946
4.1 Investment property 2,627 2,646
4.2 Investments in subsidiaries, associates and interests in joint ventures 101 178
4.3 Held-to-maturity investments 1,879 2,238
4.4 Loans and receivables 15,177 14,658
4.5 Available-for-sale financial assets 52,082 48,378
4.6 Financial assets at fair value through profit or loss 10,910 9,849
5 SUNDRY RECEIVABLES 3,011 3,594
5.1 Receivables relating to direct insurance business 1,253 1,692
5.2 Receivables relating to reinsurance business 82 95
5.3 Other receivables 1,675 1,807
6 OTHER ASSETS 1,761 1,770
6.1 Non-current assets or assets of a disposal group held for sale 24 9
6.2 Deferred acquisition costs 79 76
6.3 Deferred tax assets 1,015 1,044
6.4 Current tax assets 39 120
6.5 Other assets 604 521
7 CASH AND CASH EQUIVALENTS 766 674
TOTAL ASSETS 93,011 88,627
Amounts in €m 31/3/2015 31/12/2014
1 SHAREHOLDERS' EQUITY 9,024 8,440
1.1 attributable to the owners of the Parent 6,070 5,691
1.1.1 Share capital 3,365 3,365
1.1.2 Other equity instruments 0 0
1.1.3 Capital reserves 1,725 1,725
1.1.4 Income-related and other equity reserves -162 -356
1.1.5 (Treasury shares) -36 -36
1.1.6 Reserve for foreign currency translation differences 2 2
1.1.7 Gains or losses on available-for-sale financial assets 993 777
1.1.8 Other gains or losses recognised directly in equity -13 20
1.1.9 Profit (loss) for the year attributable to the owners of the Parent 195 192
1.2 attributable to non-controlling interests 2,955 2,749
1.2.1 Share capital and reserves attributable to non-controlling interests 2,288 1,972
1.2.2 Gains or losses recognised directly in equity 550 464
1.2.3 Profit (loss) for the year attributable to non-controlling interests 117 313
2 PROVISIONS 615 643
3 TECHNICAL PROVISIONS 64,763 61,895
4 FINANCIAL LIABILITIES 15,736 15,459
4.1 Financial liabilities at fair value through profit or loss 2,356 2,277
4.2 Other financial liabilities 13,379 13,182
5 PAYABLES 1,363 933
5.1 Payables arising from direct insurance business 96 154
5.2 Payables arising from reinsurance business 98 44
5.3 Other payables 1,169 735
6 OTHER LIABILITIES 1,510 1,257
6.1 Liabilities associated with disposal groups 0 0
6.2 Deferred tax liabilities 123 102
6.3 Current tax liabilities 70 28
6.4 Other liabilities 1,316 1,127
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 93,011 88,627

Consolidated Statement of Financial Position - Shareholders' Equity and Liabilities Valori in Milioni di Euro

Consolidated Income Statement

Amounts in €m 31/3/2015 31/3/2014
1.1 Net premiums 4,252 4,746
1.1.1 Gross premiums earned 4,340 4,864
1.1.2 Earned premiums ceded to reinsurers -88 -117
1.2 Commission income 27 30
1.3 Gains and losses on financial instruments at fair value through profit or loss 430 132
1.4 Gains on investments in subsidiaries, associates and interests in joint ventures 2 1
1.5 Gains on other financial instruments and investment property 911 833
1.5.1 Interest income 452 514
1.5.2 Other income 35 37
1.5.3 Realised gains 362 247
1.5.4 Unrealised gains 62 34
1.6 Other revenue 135 100
1 TOTAL REVENUE AND INCOME 5,756 5,843
2.1 Net charges relating to claims -4,223 -4,317
2.1.1 Amounts paid and changes in technical provisions -4,262 -4,382
2.1.2 Reinsurers' share 39 65
2.2 Commission expense -8 -10
2.3 Losses on investments in subsidiaries, associates and interests in joint ventures -2 -8
2.4 Losses on other financial instruments and investment property -177 -230
2.4.1 Interest expense -67 -67
2.4.2 Other charges -18 -12
2.4.3 Realised losses -39 -71
2.4.4 Unrealised losses -52 -81
2.5 Operating expenses -672 -777
2.5.1 Commissions and other acquisition costs -442 -528
2.5.2 Investment management expenses -15 -15
2.5.3 Other administrative expenses -214 -234
2.6 Other costs -199 -251
2 TOTAL COSTS AND EXPENSES -5,281 -5,594
PRE-TAX PROFIT (LOSS) FOR THE YEAR 475 249
3 Income tax -163 -116
PROFIT (LOSS) FOR THE YEAR AFTER TAXES 312 133
4 PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 0 -1
CONSOLIDATED PROFIT (LOSS) 312 132
of which attributable to the owners of the Parent 195 70
of which attributable to non-controlling interests 117 62
Milioni di Euro
Valori in
Condensed consolidated operating income statement by business segment
BUSINESS
NON-LIFE
BUSINESS
LIFE
INSURANCE
SECTOR
BANKING
SECTOR
HOLDING AND OTHER BUSINESSES
SECTOR
REAL ESTATE (*)
SECTOR
Intersegment
eliminations
CONSOLIDATED
TOTAL
Amounts in €m Mar-15 Mar-14 % var. Mar-15 Mar-14 % var. Mar-15 Mar-14 % var. Mar-15 Mar-14 % var. Mar-15 Mar-14 % var. Mar-15 Mar-14 % var. Mar-15 Mar-14 Mar-15 Mar-14 % var.
Net premiums 1,905 2,322 -18.0 2,347 2,424 -3.2 4,252 4,746 -10.4 0 0 0.0 0 0 0.0 0 0 0.0 0 0 4,252 4,746 -10.4
Net commission income 0 0 -112.3 2 2 -5.2 2 2 1.8 22 28 -20.4 7 1 379.5 0 0 0.0 -12 -11 19 20 -6.8
Financial income/expense (excl. assets/liabilities at fair value) 336 177 89.7 536 378 41.6 871 555 56.9 55 60 -8.5 -21 -9 144.2 6 7 -5.1 -21 -34 890 579 53.7
Net interest income 68 97 -30.4 277 300 -7.7 345 397 -13.2 62 62 0.1 -10 -9 19.4 0 0 11.5 -9 0 388 451 -14.0
Other gains and losses 21 12 82.0 32 0 ##### 53 12 350.4 0 0 -7.8 -10 0 ##### 11 12 -4.6 -13 -9 42 15 181.9
Realised gains and losses 215 72 197.2 219 88 149.7 434 160 171.3 5 27 -81.1 0 0 -86.3 0 0 -269.6 0 0 439 187 134.8
Unrealised gains and losses 31 -4 -822.1 8 -10 -182.9 39 -14 -382.4 -13 -29 -56.7 0 0 -232.1 -4 -5 -18.0 0 -25 22 -73 -130.0
Net charges relating to claims -1,319 -1,557 -15.3 -2,631 -2,611 0.8 -3,950 -4,169 -5.2 0 0 0.0 0 0 0.0 0 0 0.0 0 0 -3,950 -4,169 -5.2
Operating expenses -502 -577 -13.0 -93 -102 -8.4 -595 -679 -12.3 -74 -78 -5.4 -24 -35 -29.9 -7 -3 151.5 29 18 -672 -777 -13.5
Commissions and other acquisition costs -401 -468 -14.4 -50 -60 -16.8 -451 -529 -14.7 0 0 0.0 0 0 0.0 0 0 0.0 9 1 -442 -528 -16.2
Other expenses -101 -109 -7.1 -43 -41 3.9 -144 -150 -4.1 -74 -78 -5.4 -24 -35 -29.9 -7 -3 151.5 20 17 -230 -249 -7.9
Other gains and losses -51 -116 -55.6 -22 -40 -45.5 -73 -155 -53.0 1 4 -67.8 5 -22 -121.2 -1 -6 -76.4 4 27 -64 -152 -57.9
Pre-tax profit (loss) 368 249 48.0 139 52 166.7 507 301 68.6 4 14 -67.7 -34 -64 47.2 -2 -2 -21.4 0 0 475 249 91.1
Income tax -125 -105 18.6 -43 -17 158.0 -168 -122 37.8 -1 -9 -83.5 6 15 -59.0 0 0 ##### 0 0 -163 -116 41.1
Profit (loss) from discontinued operations 0 0 0.0 0 0 0.0 0 0 0.0 0 -1 -100.0 0 0 -100.0 0 0 0.0 0 0 0 -1 -100.0
Consolidated profit (loss) 243 143 69.6 96 35 170.9 339 179 89.6 3 4 -32.2 -28 -49 -43.6 -2 -2 11.6 0 0 312 132 135.9
Profit (loss) attributable to the owners of the Parent 161 98 57 15 219 113 3 3 -25 -46 -1 -1 0 0 195 70 179.6
Profit (loss) attributable to non-controlling interests 82 45 38 20 120 65 0 1 -3 -3 -1 -1 0 0 117 62 87.1
(*) The real estate sector only includes Group real estate companies
Non-Life business Life business Banks Holding and Other
businesses
Real estate Intersegment
eliminations
Total
Amounts in Em 31/3/2015 31/12/2014 31/3/2015 31/12/2014 31/3/2015 31/12/2014 31/3/2015 31/12/2014 31/3/2015 31/12/2014 31/3/2015 31/12/2014 31/3/2015 31/12/2014
INTANGIBLE ASSETS 1,490 1,503 592 603 $\overline{a}$ π ę بن Ņ 2,108 2,133
PROPERTY, PLANT AND EQUIPMENT 678 713 5 3 مبا $\frac{1}{2}$ 231 234 515 495 $\sim$ $\sim$ 1,504 1,522
3 TECHNICAL PROVISIONS - REINSURERS' SHARE 977 873 107 115 1,084 988
INVESTMENTS 18,244 17,617 52,260 48,226 11,747 11,713 834 424 ,220 263 $-1,528$ $-1,298$ 82,777 77,946
$\overline{41}$ Investment property 1,441 1,432 45 45 1,129 1157 2,627 2,646
4.2 nvestments in subsidiaries, associates and interests in joint ventures $\overline{z}$ $\mathcal{S}$ Ō 95 $\circ$ $\circ$ $\approx$ 3 $\Xi$ 178
4.3 Held-to-maturity investments 644 639 775 781 460 818 1,879 2,238
4.4 Loans and receivables 2,361 2,109 3,588 3,253 10,034 10,226 684 323 వి $-1,520$ $-1,290$ 15,177 14,658
4.5 Available-for-sale financial assets 13,569 13,257 37,341 34,375 1,039 652 93 4 48 5 7 7 52,082 48,378
4.6 Financial assets at fair value through profit or loss 156 118 10,537 9,711 205 $\infty$ 2 12 10,910 9,849
S SUNDRY RECEIVABLES 2,394 2,814 570 739 59 58 SO 132 57 200 -212 3,011 3,594
OTHER ASSETS 866 738 88 200 419 418 577 579 $\overline{2}$ 25 212 $-189$ 1,761 1,770
61 Deferred acquisition costs $\approx$ 21 47 79 76
6.2 Other assets 835 710 $\overline{a}$ 152 419 418 577 579 $\overline{24}$ 25 212 $-189$ 1,682 1,694
CASH AND CASH EQUIVALENTS 458 300 286 518 æ $\frac{8}{1}$ 792 608 127 066- -963 766 674
TOTAL ASSETS 25,108 24,558 53,964 50,462 12,349 12,342 2,583 996 1,936 1931 $-2,930$ $-2,662$ 93,011 88,627
SHAREHOLDERS' EQUITY 9,024 8,440
$\sim$ PROVISIONS 522 558 30 ద్ π F 512 512 $\mathbf{z}$ 488 $-490$ 615 643
3 TECHNICAL PROVISIONS 17,480 17,636 47,283 44,259 64,763 61,895
FINANCIAL LIABILITIES 1,657 1,820 2,970 2,800 11,040 11,152 1,885 1,280 164 164 $-1,981$ $-1,757$ 15,736 15,459
$\frac{1}{4}$ Financial liabilities at fair value through profit or loss $\mathcal{S}$ 185 2,177 2,002 82 2,356 2,277
4.2 Other financial liabilities 1,565 1,635 793 798 10,958 11,067 ,882 278 $\overline{5}$ $-1,981$ $-1,757$ 13,379 13,182
ю PAYABLES 1,123 774 209 196 127 15 103 5 4 55 $-246$ $-264$ 1,363 933
OTHER LIABILITIES 836 736 429 267 393 356 49 47 $\mathbf{\tilde{c}}$ 216 $-151$ 1,510 1,257
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 93,011 88,627

Statement of the Manager in charge of financial reporting

(pursuant to Art. 154-bis of Legislative Decree 58/1998)

STATEMENT OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING

RE: Interim Financial Report of Unipol Gruppo Finanziario S.p.A. as at 31 March 2015

The undersigned, Maurizio Castellina, Manager in charge of financial reporting of Unipol Gruppo Finanziario S.p.A.

HEREBY DECLARES,

pursuant to Article 154-bis, paragraph 2 of the Consolidated Act on Financial Intermediation, that the Interim Financial Report as at 31 March 2015 is consistent with the accounting records, ledgers and documents.

Bologna, 7 May 2015

The Manager in charge of financial reporting Maurizio Castellina

(signed on the original)

Unipol Gruppo Finanziario S.p.A.

Registered office Via Stalingrado, 45 40128 Bologna (Italy) Tel.: +39 051 5076111 Fax: +39 051 5076666

Share capital €3,365,292,408.03 fully paid-up Bologna Business Register, Tax and VAT No. 00284160371 R.E.A. No. 160304

Parent of the Unipol Insurance Group Entered in the Register of Insurance Groups – No. 046

Parent of the Unipol Banca Banking Group Entered in the Register of Banking Groups

www.unipol.it

www.unipol.it

Unipol Gruppo Finanziario S.p.A.

Registered office Via Stalingrado, 45 40128 Bologna (Italy)