PRESENTATION OF RESULTS - CaixaBank · 2014-07-10 · PRESENTATION OF RESULTS January‐March 2009....

Presentación resultados Enero-Junio 2008

PRESENTATION OF RESULTS January‐March 2009

Presentation of results: January-March 2009

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CONTENTS

LETTER FROM THE CHAIRMAN 3

1Q09 HIGHLIGHTS 7

INVESTMENT PORTFOLIO AS OF MARCH 31, 2009 15

LISTED PORTFOLIO ....................................................................................................... 17

INVESTMENTS/(DIVESTMENTS) MADE IN 1Q09 .................................................................. 18

NON‐LISTED PORTFOLIO ................................................................................................ 30

INVESTMENT PORTFOLIO AS OF MARCH 31, 2009 37

CRITERIA CAIXACORP NON‐CONSOLIDATED FINANCIAL STATEMENTS 38

NON‐CONSOLIDATED BALANCE SHEET SUMMARY................................................................. 38

NON‐CONSOLIDATED INCOME STATEMENT SUMMARY .......................................................... 41

CRITERIA CAIXACORP CONSOLIDATED FINANCIAL STATEMENTS 43

CONSOLIDATED BALANCE SHEET SUMMARY ........................................................................ 44

CONSOLIDATED INCOME STATEMENT SUMMARY ................................................................. 47

SIGNIFICANT EVENTS AND OTHER FILINGS SENT TO THE CNMV 49

The financial information contained in this document is unaudited and, accordingly, is subject to change. Figures in millions are expressed either as “€ million” or “€ M.”

Some of the figures presented in this document have been rounded. As a result, the amounts shown as totals herein may vary slightly from the arithmetic sum of the preceding amounts.


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Letter from the Chairman

Dear Shareholders,

The financial markets remain under stress and are reeling from the crisis that is now nearly two years old. Accordingly, the leading stock market indices once again posted strong losses in the first quarter of 2009 (IBEX35: ‐15.0%; DJ EUROSTOXX50: ‐15.4%; and S&P500: ‐11.7%), adding to those incurred last year. In mid‐March, the sharp decline in stock prices brought the IBEX35 to its lowest level since 2003, while the benchmark European and US indices have fallen to their lowest level since 1996. However, since then the stock markets appear to be recovering, but this trend will only be sustained with the support of macroeconomic indicators and the stability of financial institutions.

The leading economies continue to feel the effects of tighter global credit conditions and are immersed in a deep recession. In addition, the prospects for the major economies are being revised further downward, not only for 2009, but also for 2010. For example the OECD expects the economic activity of its members to contract by more than 4% in 2009 and economic growth to remain stagnant in 2010.

In light of the delicate economic situation and the expected downturn in inflation, the leading central banks have continued to pursue a policy of monetary easing. The US Federal Reserve had already set its benchmark interest rate at 0‐0.25% at the end of 2008. Likewise, the Bank of England set its benchmark rate at 0.50%, while the European Central Bank lowered its rate to 1.25%, 300 basis points below the rate last summer, with expectations of further cuts. However, in addition to orthodox monetary policy, the leading central banks have now introduced quantitative expansion programs, which include increasing the monetary base and substantially expanding their balance sheets. The ECB is monitoring these policies, which are now being implemented in the US and UK, and does not rule out applying similar programs in the near future.

Economic weakness also necessitated expanding the economic stimulus programs designed by the different governments in late 2008. In addition, the global nature of the crisis underscored the need for international coordination, which culminated with the recent G‐20 summit in London. As the IMF has pointed out, although we are facing the worst recession since 1929, the size and rapid implementation of liquidity measures and monetary and fiscal incentives and the high degree of international coordination of these measures allow us to look to the future with somewhat more optimism than a few months ago, at least regarding the medium term.


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IMPLEMENTING THE STRATEGY

Since Criteria CaixaCorp’s IPO, our aim has been to create long‐term value for shareholders by actively managing our investment portfolio and leading the international expansion of the “la Caixa” Group. At March 31, 2009, the financial sector portfolio represented 28% of the company's gross asset value (GAV), an increase of 11 percentage points since the IPO.

These figures corroborate the fulfillment of the strategic objective of balancing the investment portfolio while increasing the weight of financial assets to between 40% and 60%. This does not exclude investments in services of particular interest, as discussed below.

At March 31, 2009, GAV stood at €17,219 million, compared with €18,196 million at December 31, 2008. Despite the cumulative decline in 1Q09, as noted earlier, the favorable performance of the stock markets at the end of the first quarter enhanced GAV in April 2009 (€19,223 million at April 30, 2009).

Active management of the portfolio

Increased weight of the financial sector: a higher stake in Banco BPI In the first quarter of 2009, Criteria CaixaCorp further increased its stake in Banco BPI, evidencing Criteria’s support for the entity and forming part of its strategy of increasing the weight of the financial sector in its portfolio. Hence, Criteria CaixaCorp acquired an additional 0.72% of Banco BPI for €10 million, thereby holding a 30.1% stake at March 31, 2009. BPI’s last Annual General Shaerholder’s Meeting approved an increase in the limit of voting rights from 17.5% to 20%. In addition, it approved the appointment of a new Board member.

Backing for the deal between Gas Natural and Unión Fenosa Regarding the acquisition of Unión Fenosa by Gas Natural, on March 28 the €3,502 million capital increase carried out by Gas Natural was completed. Criteria CaixaCorp paid €1,313 million in this transaction, proportional to its stake in the company. Moreover, on April 14, the acceptance period for Gas Natural's takeover bid of Unión Fenosa concluded, with 69.5% acceptance from the capital targeted by the bid. This means that Gas Natural's stake in Unión Fenosa's capital has increased to 95.2% once the financial instruments and sales contracts have been settled and the takeover bid has been completed.


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Dividend policy and acquisition of treasury shares

The Board of Directors, at a meeting on February 26, 2009, proposed to the General Shareholders' Meeting the payment of a final dividend of €0.06 per share against 2008 results. Consequently, the total dividend distributed against 2008 earnings will stand at €0.21 per share. This is equivalent to an annual dividend yield of about 4% for shareholders who participated in the IPO, and of 7.5% on the 2008 closing share price.

Moreover, in view of the current circumstances and the significant adjustment in the price of Criteria CaixaCorp shares, the Board of Directors, exercising the authorization granted at Criteria’s General Shareholders’ Meeting on June 5, 2008, began acquiring treasury shares over the following 12 months up to a maximum of 44.25 million shares. This represents approximately 1.32% of the company’s share capital, in order to increase the liquidity of its shares in the market and stabilize the share price performance. At March 31, 2009, Criteria CaixaCorp had acquired treasury shares amounting to 0.32% of its capital.

KEY FINANCIAL DATA

Non‐consolidated recurring net profit in the first quarter of 2009 confirms the systematic increase in non‐consolidated recurring profit, the key financial item reflecting Criteria CaixaCorp's positive performance.

Criteria CaixaCorp’s reported a 62% increase in net profit at March 31, 2009, year‐on‐year to €488 million. Recurring dividends totaled €520 million, up 64%, and, on a like‐for‐like basis, were 18% higher than the same period in 2008.

Consolidated net profit in the first quarter of 2009 was €414 million, reflecting a 10% year‐on‐year increase. Both dividends paid by available‐for‐sale investees and earnings from associates and jointly‐controlled entities increased approximately 15%, while earnings from subsidiaries decreased 42% year‐on‐year, basically due to poor financial performance caused by the general economic downturn.


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OTHER SIGNIFICANT EVENTS

Criteria CaixaCorp is implementing its innovative ”Criteria and its Shareholders” program, intended to bring the company closer to its shareholders and ensure the utmost transparency in its dealings with them. This program encompasses the areas of Communication, Information, Knowledge Sharing and Exclusive Products, as explained in detail below:

Criteria CaixaCorp is developing five channels of Communication activities with its shareholders: 1) the Shareholder Office, which is the personalized service that Criteria makes available to its shareholders at its headquarters, upon prior appointment; 2) a shareholder service by telephone, e‐mail or regular mail; 3) corporate presentations, consisting of meetings to introduce Criteria and its management team to its shareholders; 4) participation in the most important shareholder fairs to provide information on Criteria; and, lastly, 5) the General Shareholders' Meeting, where all shareholders are entitled to exercise their right to receive information.

Shareholder Services is the shareholder information system that Criteria offers through a specific section of its webpage (www.criteria.com) and which provides the most important information on Criteria for shareholders.

In terms of Knowledge Sharing, Criteria CaixaCorp offers information from the financial and stock merket sectors through conferences of experts and investment guides. All of this information will also be available to the shareholders on the company’s website.Regarding Exclusive Products, in 2008 Criteria CaixaCorp launched, in collaboration with “la Caixa”, a dividend reinvestment account and the Criteria credit card. Criteria will offer discounts, products and services to companies forming part of its investee portfolio.

We are confident that with all of these actions, Criteria CaixaCorp is strengthening its ongoing, fluid and transparent relationship with its shareholders.

Another important fact that should be underscored is Criteria CaixaCorp’s entry, on January 15, 2009, into the BCN Top Euro, the basket of securities assembled each year by the Barcelona Stock exchange, which includes the Ibex 35 stocks that are also listed on the Eurostoxx 50 or FTSEurofirst 300.

Criteria currently belongs to the following indices: the Ibex 35, the MSCI Europe (Morgan Stanley Capital International), the MSCI Pan Euro, the DJ Stoxx 600, the FTSEurofirst 300, the Dow Jones Sustainability Index, the Spain Titans 30 Index and the BCN Top Euro.

In the following 1Q09 results presentation, we provide further details on these points.

Yours sincerely,

Ricard Fornesa Ribó Chairman of Criteria CaixaCorp


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1Q09 highlights

The Board of Directors, at a meeting on February 26, 2009, proposed to the General Shareholders' Meeting the payment of a final dividend of €0.06 per share against 2008 results. If all dividends paid against 2008 earnings are included, the total dividend per share comes to €0.21.

Regarding the acquisition of Unión Fenosa by Gas

Natural, on March 28 the €3,502 million capital increase carried out at Gas Natural was completed. Criteria CaixaCorp paid €1,313 million in this transaction, proportional to its stake in the company. Moreover, on April 14, the acceptance period for Gas Natural's takeover bid of Unión Fenosa concluded, and 69.5% of the capital targeted in the bid was accepted. This means that Gas Natural's stake in Unión Fenosa has increased to 95.2% once the financial instruments and sales contracts have been settled and the takeover bid has been completed.

In addition, in 1Q09 Criteria has increased a 0.72%

(€10 million) in the company’s stake in BPI.

Acquisition of treasury shares, bringing the company’s stake to 0.32%, at March 31, 2009.

On January 15, 2009, Criteria CaixaCorp was

included for the first time in the BCN Top Euro, the basket of securities assembled each year by the Barcelona Stock exchange

At March 31, 2009, Criteria CaixaCorp’s net asset

value (NAV) totaled €12,357 million. NAV per share declined from €4.24 at December 31, 2008, to €3.67 at March 31, 2009.

Recurring dividends recorded by Criteria

CaixaCorp at March 31 totaled €520 million, for a 64% year‐on‐year increase (+18% on a like‐for‐like basis).


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KEY INVESTOR DATA

SHARE PERFORMANCE

The following are indicators of the performance of Criteria CaixaCorp shares in the first quarter of 2009:

Key indicators

Market cap at the end of the period €8,172 M

Maximum price (05/01/09)1 €2.96

Minimum price (12/03/09)1 €2.05

Share price at the end of the period1 €2.43

Share price at the beginning of the period (31/12/2008) €2.78

Maximum daily trading volume (in shares) (10/03/09) 6,880,821

Minimum daily trading volume (in shares) (19/01/09) 1,065,135

Average daily trading volume (in shares) 2,657,066

Notes: 1 Closing price

Trading volume (No of shares)

0

1.000.000

2.000.000

3.000.000

4.000.000

5.000.000

6.000.000

7.000.000

8.000.000

02/01/2009 23/01/2009 13/02/2009 06/03/2009 27/03/200931/03/2009

We analyzed the share price performance during the first quarter of 2009 from two standpoints: firstly, comparing the share price with the main benchmark indices and, secondly, we compared the implicit trading discount with the real value of the shares.


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Criteria CaixaCorp share price vs. main benchmark indices

70

75

80

85

90

95

100

105

110

31/12/2008 15/01/2009 30/01/2009 14/02/2009 01/03/2009 16/03/2009 31/03/2009

‐12.6%

‐15.0%

‐15.4%

As shown in the above chart, the share price ended the first quarter of the year down 12.6%, at €2.43.

Criteria outperformed the indices during the quarter, as is shown by a comparison with the Ibex35 and the Eurostoxx50, which retrenched 15.0% and 15.4%, respectively.

Trading discount

2,0

2,5

3,0

3,5

4,0

4,5

5,0

31/12/2008 15/01/2009 30/01/2009 14/02/2009 01/03/2009 16/03/2009 31/03/2009

€/share

31/12/08‐34.4%

Price

Discount

NAV per share

‐13.3%

‐12.6%

31/03/09‐33.9%

The discount is defined as the difference between Criteria CaixaCorp’s net asset value and the Company’s capitalization at closing prices. During the first quarter the discount declined slightly, from 34.4% at the beginning of the year to 33.9% at the end of the quarter, although a great deal of volatility was observed during the period. This indicates the market value of the assets is higher than the overall share price which could suggest that the stock could have upside as the gap between the two variables narrows.

.


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This upside potential is reflected in financial analysts’ opinions on Criteria CaixaCorp, the majority of which have issued "Buy" recommendations.

The following chart depicts the target share price and recommendations issued by financial analysts for Criteria CaixaCorp:

Consensus

Analyst target prices and recommendations

Average price: € 3.63 per share

BUY10

HOLD4

SELL4

16/04/2009

16/04/2009

07/04/2009

16/03/2009

10/03/2009

04/03/2009

03/03/2009

02/03/2009

02/03/2009

18/02/2009

10/02/2009

03/02/2009

15/01/2009

27/11/2008

21/08/2008

11/02/2008

30/11/2007

22/11/20075.80 €

6.70 €

4.80 €

4.46 €

3.73 €

4.00 €

4.30 €

2.80 €

4.00 €

2.27 €

2.50 €

2.50 €

2.52 €

2.00 €

3.30 €

2.50 €

3.60 €

3.50 €

0 1 2 3 4 5 6 7 8

JP Morgan

Bankinter

Société Générale

Morgan Stanley

Ahorro Corporación

Banesto

Interdin

BBVA

UBS

Citigroup

M&B Capital Advisers

Cheuvreux

Venture Finanzas

Ibersecurities

Inverseguros

Goldman Sachs

Caja Madrid

Santander


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NET ASSET VALUE

In the first quarter of 2009, Criteria CaixaCorp's Net Asset Value was as follows:

€ million 31/12/2008 31/03/2009

GAV (gross asset value)1 18,196 17,219

Long term Pro‐forma net debt2 (3,944) (4,862)

NAV (net asset value) 14,252 12,357

Net debt/GAV 22% 28%

Millions of shares 3,363 3,363

NAV/share (€) 4.24 3.67

Note:

(1) Listed investees that are included were valued taking the number of shares and the closing price at the

date considered. Non‐listed investees were appraised according to valuations at December 31, 2008. (2) Pro‐forma figures are based on the aggregate long term net debt/cash position reflected in the

individual financial statements of Criteria CaixaCorp and the holding companies..

The following illustration details the trend in Criteria CaixaCorp’s NAV in 1Q09, taking into consideration acquisitions and the change in portfolio value during the period.

NAV of Criteria CaixaCorp

GAV

Net Debt

NAV

(€Milion)

1,333(2,310)

18,196

(3,944)

31/12/2008

€14,252M

Change in value

Investments 17,219

(4,862)

31/03/2009

€12.357M


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Changes in long term net debt in the first quarter of 2009 were as follows:

Criteria CaixaCorp long term pro‐forma net debt

(€Million)

(3,944)

(1,333) 427 (12)

(4,862)Investments

DividendsRecived

Others

Long‐termNet debt

31/12/2008

Long‐termNet debt

31/03/2009

Criteria CaixaCorp’s debt policy calls for a debt/GAV ratio of approximately 20%. In the first quarter of 2009, this ratio was 28%. However, this debt position is transitory, insofar as the volume of debt incurred is due to the company taking advantage of investment opportunities (for example the Gas Natural transaction), even if it has not been deemed advisable, given current market prices, to make any divestments. Criteria CaixaCorp plans to establish appropriate mechanisms to reduce its debt volume this year.

The reconciliation at March 31, 2009, of Criteria CaixaCorp’s long‐term debt with credit entities and the Group’s long‐term pro‐forma net debt position is as follows:


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Reconciliation of long‐term debt with credit entities and Group long‐term pro‐forma debt

(5,787)767

(1.264) (1.893)Criteria CaixaCorplong‐term payable to

credit entities

31/03/2009

Debtors net

(€Million )

(4,862)

140

Holding companiesnet debt

Criteria CaixaCorpGroup long‐termPro‐forma net debt

position

31/03/2009

18

Others


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The following table illustrates GAV performance in 1Q09.

GAV

€ million Market value 31/12/08

Investments/divestments Change in value Market value

31/03/09

Treasury shares 18 10 (2) 26

Gas Natural(1) 3,239 1,313 (1,511) 3,041

Repsol‐YPF 2,337 ‐ (320) 2,017

Abertis 2,115 ‐ (139) 1,976

Agbar 964 ‐ (205) 759

Telefónica 3,736 (197) 3,539

BME 77 ‐ (4) 73

Banco BPI 463 10 (65) 408

Boursorama 84 ‐ 1 85

The Bank of East Asia 248 ‐ 15 263

GF Inbursa 1,121 ‐ 181 1,302

Erste Group Bank 252 ‐ (54) 198

BCP 30 ‐ (7) 23

Other listed stakes 10 ‐ (3) 7

Total listed 14,694 1,333 (2,310) 13,717

Total non‐listed 3,502 ‐ ‐ 3,502

TOTAL GAV 18,196 1,333 (2,310) 17,219

(1) Market value at March 31, 2009, includes €1,313 million corresponding to the amounts paid by Criteria CaixaCorp in relation to the

capital increase at Gas Natural during the process of acquiring Unión Fenosa. The new shares started trading on April 3, 2009.


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Investment portfolio as of March 31, 2009

Services Total stake Board

representation Market value

€ M

Listed companies 11,405

Energy

Gas Natural(1) 37.49% 5 out of 17 3,041

Repsol YPF 12.68% 2 out of 16 2,017

Infrastructure

Abertis 25.04% 7 out of 21 1,976

Services/other

Agbar 44.10% 5 out of 13 759

Telefónica 5.01% 2 out of 17 3,539

BME 5.01% 1 out of 15 73

Non‐listed companies 945

Port Aventura Group(2) 100.00% 8 out of 10 879

Real Estate portfolio 100.00% 5 out of 5 66

Insurance and Financial Services

Listed companies 2,286

International banking 2,286

Banco BPI 30.10% 4 out of 25 408

Boursorama 20.95% 2 out of 10 85

The Bank of East Asia 9.86% ‐ 263

GF Inbursa 20.00% 3 out of 17 1,302

Erste Group Bank 4.90% ‐ 198

BCP 0.79% ‐ 23

Other ‐ ‐ 7

Non‐listed companies 2,557

Insurance 2,241

Grupo SegurCaixa Holding(3) 100.00% 9 out of 10 2,216

GDS‐Correduría de Seguros 67.00% 1 out of 1 25

Specialized financial services 316

InverCaixa Gestión 100.00% 7 out of 7 147

CaixaRenting 100.00% 5 out of 5 60

Finconsum 100.00% 8 out of 8 87

GestiCaixa 100.00% 7 out of 7 22

Treasury shares 26

TOTAL GAV 17,219 (1) Market value includes €1,313 million corresponding to the amounts paid by Criteria CaixaCorp in relation to the capital increase at Gas Natural during the process of acquiring Unión Fenosa. The new shares started trading on April 3, 2009. (2) Valuation at December 31, 2007. (3) On February 2, 2009, CaiFor, S.A. was renamed SegurCaixa Holding, S.A.


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The GAV breakdown of the current portfolio is as follows:

Breakdown of GAV

Infraestructuras 20%

Financial(28%)

Services(72%)

Non‐listed services

5%

International Banking13%

Insurance and Specialised financial

services15%

Financial(17%)

Services(83%)


4%

International Banking

6%


services11%

Listed services79%

IPO– 10/10/2007 March, 2009

Listedservices67%

Services(74%)

Listed services69%

Financial(26%)


5%

International Banking12%


services14%

December, 2008

Investments in the services sector currently account for 72% of GAV, while the financial sector represents the remaining 28%. At March 31, 2009, the weight of the financial sector was 11 percentage points higher than at IPO and 2 percentage points higher than at December 31, 2008. Criteria CaixaCorp is thus continuing to pursue its strategy of rebalancing its investment portfolio, giving more importance to financial assets without excluding particularly attractive investments in the services sector. Criteria CaixaCorp’s strategic goal is to rebalance the portfolio mix over the medium to long term until the financial services sector accounts for 40%‐60% of the total. At the end of the first quarter of 2009, the listed portfolio of Criteria CaixaCorp made up 80% of its GAV.


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Listed portfolio

In 2009, Criteria CaixaCorp’s listed portfolio has performed in line with the Ibex35 and the Eurostoxx50.

The following graph shows the real performance of the Ibex35 and the Eurostoxx50 compared with Criteria CaixaCorp’s listed portfolio, on a like‐for‐like basis. In the first quarter of 2009, Criteria CaixaCorp’s portfolio declined 15.9%, compared with a 15.0% drop in the Ibex35 and a 15.4% slide in the Eurostoxx50.

Criteria CaixaCorp’s listed portfolio

70

80

90

100

110

31/12/2008 15/01/2009 30/01/2009 14/02/2009 01/03/2009 16/03/2009 31/03/2009

‐15.9%

‐15.0%

‐15.4%

Listed portfolioadjusted


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Investments/(divestments) made in 1Q09

Net investments in the first quarter of the year totaled €1,333 million.

First Quarter

€ million % acquired Value € M

Treasury shares 0.13% 10

Gas Natural(1) ‐ 1,313

Banco BPI 0.72% 10

Total listed 1,333

Total non‐listed ‐

Total investments 1,333

Notes: (1) This Investment corresponds to the amount paid in relation to the capital increase made at Gas

Natural during the process of acquiring Unión Fenosa. The new shares started trading on April 3, 2009.

In the first quarter of 2009, Criteria CaixaCorp paid out €1,313 million in relation to the capital increase carried out at Gas Natural during the acquisition of Unión Fenosa, proportional to its stake in Gas Natural.

Additionally, Criteria CaixaCorp further increased its stake in Banco BPI in 1Q09, with an initial investment of €10 million, raising its interest in the Portuguese entity to 30.10%.

Lastly, we should stress that, making the most of the current market situation in the markets and exercising the authorization granted at the 2008 General Shareholders' Meeting, Criteria CaixaCorp has continued to acquire treasury shares, raising its stake to 0.32% at March 31, 2009.


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Key highlights of Criteria CaixaCorp investees in 1Q091 SERVICES

FINANCIAL INFORMATION

Gas Natural’s 1Q09 net income stood at € 353 M (+5% yoy). The EBITDA remained flat vs 1Q08, because the severe fall in power prices was offset by greater activity in the Wholesale & Retail businesses. The consolidation under the equity method of Unión Fenosa from 1 March 2009 contributed € 26 M to the net income level.

Gas Natural conducted a successful €3,502 million capital increase with preferential subscription rights, for a total of €447.8 million of issued shares (one new share for each old share). The issue price was €7.82/share.

In February 2009, Gas Natural's Board of Directors resolved to submit a proposal to the General Shareholders' Meeting according to which €573 million would be earmarked for dividends against 2008 earnings. In addition, Gas Natural's Board of Directors, meeting in March 2009, approved a resolution to propose to the Ordinary General Shareholders’ Meeting the distribution of a €90 million extraordinary dividend, which would bring the final dividend to €0.50/share for all outstanding shares after the capital increase.

In February 2009, Standard & Poor’s and Fitch downgraded Gas Natural's long‐ and short‐term rating to BBB+/A‐2 and A‐/F2, respectively. In addition, both rating companies have kept Gas Natural's ratings on CreditWatch with negative implications.

BUSINESS INFORMATION

The operation by which Unión Fenosa is to be acquired by Gas Natural was authorized with conditions imposed by the anti‐trust authorities. Following this approval, Gas Natural launched a bid to take over the remaining capital that it does not control. The financing of this operation was fully insured by 19 banks, in addition to a €3,502 million capital increase and a sale of assets valued at €3,000 million, in order to keep the company's ratings stable.

On April 14, the acceptance period for Gas Natural's takeover bid of Unión Fenosa concluded, with acceptance from 69.5% of the capital targeted by the bid. This has brought Gas Natural's stake in Unión Fenosa's capital to 95.2% once the financial instruments and sales contracts have been settled and the takeover bid has been completed. The next step is a merger with Unión Fenosa and Unión Fenosa Generación, with a proposed exchange ratio of three shares of Gas Natural for five shares of Unión Fenosa.

Gas Natural has proceeded to appoint fifteen out of the twenty Unión Fenosa Board members.

For more information: www.gasnatural.com

1 The data for the listed companies are taken from public data reported by these companies between December 31, 2008, and May 7, 2009.

http://www.gasnatural.com/


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On January 15, 2009, a dividend of €0.525/share was paid against 2008 earnings. In February 2009, Repsol YPF’s Board of Directors approved a resolution submitted to the Ordinary General Shareholders’ Meeting to pay a final dividend of €0.525/share. Consequently, the total dividend against 2008 earnings will be €1.05/share (a 5% increase over 2007).

Repsol reported net profit of €2,711 million in 2008 (down 15% from 2007). The decline was due to the sharp decrease in the price of oil in the second quarter of the year, which had a negative impact on inventories. Recurring operating income, excluding this negative valuation of stocks, increased 5%.


Repsol has made 10 discoveries in 2009, and is the field operator at eight of these:

In April, Repsol discovered three deposits, including one deep‐water deposit in Brazil's Santos Basin, and two natural gas deposits, one in Algeria's Sahara Desert and the other in the Sirte Basin, approximately 15 km off of the coast of Libya.

In March, Repsol discovered a natural gas field off the coast of Morocco.

In February, a new oil field was discovered in the Gulf of Mexico.

In January, Repsol discovered three gas deposits in Algeria and two in Brazil's Santos Basin.

Subscription of Gas Natural's capital increase in proportion to its stake (30.8%), entailing a disbursement of €1,080 million.

Initiation of oil and gas production in the Shenzi field, in the Gulf of Mexico. The platform has a production capacity of 100,000 barrels of oil and 8,900 barrels of natural gas per day. Repsol has a 28% stake in the consortium.

5‐year bond issue with a value of €1,000 million and a 6.5% coupon.

A preliminary agreement was reached with the Ecuadorian government on the terms governing the Company's operations in the country. The exploitation period was extended to six years (with a one‐year transition period for the government to reduce the tax rate from 99% to 70%). Repsol has committed to investing €173.5 million through 2018.

For more information: www.repsol.com

http://www.repsol.com/


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Abertis’ General Shareholders' Meeting, held on March 31, 2009, approved the distribution of a final dividend of €0.30/share for 2008, which was paid on April 15. The total dividend against 2008 earnings was €0.60/share (a 7.1% increase over 2007). In addition, the General Shareholders' Meeting carried out its usual bonus share issue, issuing one new share for every 20 old shares, for a total amount of €100.5 million.

On February 24, 2009, the Board of Directors approved the designation of Mr. Ricardo Fornesa as the new member of Abertis’ board, following a proposal of Criteria CaixaCorp. Mr. Fornesa filled the vacancy left following the resignation of Caixa Catalunya. This appointment was subsequently ratified by Abertis’ General Shareholders' Meeting.

In 2008, Abertis reported net profit of €618 million (‐9.4%). The impact of the economic slowdown on the toll‐road business was partially offset by the annual tariff revision and the strong performance of the telecommunications business.


At the General Shareholders' Meeting, Abertis stated that it is banking on growth based on consolidating investments made in recent years and increasing its current stakes.

On March 17, Acesa concluded the project to increase to three the number of lanes on a 92‐km stretch of the AP‐7 highway in Tarragona. This has required a €150 million investment, which is part of the overall project to increase the number of lanes to three and four on a 123‐km stretch of AP‐7 highway in the provinces of Tarragona and Girona, with a total cost of €500 million.

On March 17, Abertis Logística and the Barcelona Port Authority agreed to incorporate a company named “Consorci de Plataformes Logístiques,” to which they will contribute various logistic assets. The purpose of the company will be to conduct logistics projects in Catalonia and the southwestern area of the Mediterranean.

On January 27, the Sanef‐owned consortium was awarded a contract to run, for a period of 13 years, a teletoll system for heavy vehicles in Slovakia, for a total of €852 million.

For more information: www.abertis.com

http://www.abertis.com/


22


Agbar closed the first quarter of 2009 with a net profit of €36.8M, 2.9% lower than the same period of the year before. This is due to the impact of the fall in consumption in the Water and Environnement activity in the national sphere, by the effect of the exchange rates, and by the lower results of the Health activity, which registered an increase in the claim rate over Easter vacation. All of this was partially offset by the improvement in the financial loss.

On April 3, 2009, Agbar’s Board of Directors resolved to seek the approval of the General Shareholders' Meeting, scheduled for June 5, 2009, on the distribution of an extraordinary dividend against voluntary reserves for a total amount of €299.3 million (a gross amount of €2.00 per share).

Standard & Poor’s (S&P) affirmed Agbar’s rating and outlook (A/Stable/A‐1) following the announcement of the distribution of the extraordinary dividend, as the agency considered that this distribution is compatible with Agbar’s current financial flexibility and that its impact will be mitigated by a substantial reduction in investments.

Agbar’s Board of Directors, meeting on February 27, 2009, resolved to seek the approval of the General Shareholders' Meeting on the distribution of a final dividend, for a gross amount of €0.4081, against 2008 earnings (up 10% from the previous year). This dividend, together with the dividend of €0.1925 per share paid in January 2009, brings the total dividend against 2008 earnings to a gross amount of €0.6006 per share (a 10% year‐on‐year increase).


Adeslas has acquired 28 dental clinics from Dental Line. With this operation, Adelsas increases the number of dental clinics and its network in Spain to 65, making it the nation's leader in the sector.

For more information: www.agbar.es

http://www.agbar.es/


23


Telefónica’s Board of Directors, at its meeting on April 29, 2009, resolved to distribute an interim dividend from 2009 net income, of a fixed gross amount of €0.50 per share, to be paid on May 12, 2009. With this payment, and the dividend paid in November 2008, the Company fulfills the announced commitment to pay a total dividend of €1.00 per share before finishing the first half of 2009.

Additionally, Telefónica has reiterated its commitment to increase the total dividend in 2009 to €1.15 per share (+15%), which will be paid in installments. For this reason, Telefónica’s Board Meeting will seek the approval at the General Shareholders' Meeting on the distribution in second half 2009 of a dividend against freely distributable reserves for a fixed gross amount of €0.50 per share.

On March 31, 2009, Telefónica completed the second phase of its share buyback program involving a total of 50 million shares, announced on October 13, 2008, as an extension of the company's current buyback program. This brings to a conclusion the buyback program that began in February 2008, involving a total of 150 million shares.

On February 17, 2009, Moody’s Investors Service affirmed the long‐term corporate credit rating of Telefónica, S.A. at “Baa1” and upgraded outlook from “stable” to “positive.”

Telefónica announced its growth outlook for 2009 (consolidated operating cash flow: +8‐11%; consolidated revenue growth; consolidated OIBDA: +1–3%; Capex below €7,500 million), with a strategy based on maintaining strong cash flow generation in markets with a more complex economic scenario and on taking advantage of growth in expanding markets.

The Telefónica Group closed 2008 with net profit of €7,592 million (‐14.8% vs 2007), primarily as a consequence of the capital gains posted in 2007 due to the sale of Airwave (€1,296 million) and Endemol (€1,368 million) and provisioning for impairment of assets. If the capital gains from the disposal of assets are excluded, net profit increases 38.0% on like‐for‐like terms. Earnings were underpinned by the sharp increase in total accesses (up 13.2%, close to 259 million accesses), strong organic business growth (revenue +6.9% and OIBDA +14.7%) and efficient cost management.

Telefónica has attained its 2008 objectives and has confirmed that it maintains its financial strength and flexibility and stands behind its financial objectives for 2010 (net earnings per share of €2.304 and cash flow per share of €2.87). It attributes these results to the high degree of diversification of its operations, the strength of its main markets and its management model.


Telefónica and Vodafone announced, on March 23, 2009, a collaboration agreement to share mobile‐network assets in Spain, Germany, Ireland and the UK. They are also conducting negotiations regarding the Czech Republic. The agreement is expected to generate hundreds of millions of euros in savings over the next 10 years.

For more information: www.telefonica.com

http://www.telefonica.com/


24


Bolsas y Mercados Españoles (BME)´s 1Q09 net profit was €33.5 million. This can be considered a positive figure which compares to a demanding 1Q08, BME´s best‐ever quarter in terms of profit and activity. The sustained performance coming from business units in which revenues are not directly linked to volumes is a positive contribution. Ratio of operating cost base covered with this kind of revenues reached 107% for this quarter.

BME’s board of directors meeting in March 2009 approved a final dividend of €0.986/share, which, together with the interim dividend of €0.986/share against 2008 earnings paid in January 2009, brings the total 2008 dividend to €1.972/share (repetition of the 2007 ordinary dividend).


Trading volumes and financial flows were significantly affected by a widespread correction in share prices and the severe uncertainty afflicting markets, resulting in reduced investor activity and limiting access to capital markets as a source of financing.

In this quarter the number of cross trades, including shares, EFTs and warrants, decreased by 27.1%.Total cash traded decreased by 51.8%, and stood at €185,153 million.

For more information: www.bolsasymercados.es.


25

INTERNATIONAL BANKING


Attributable net profit of Grupo Financiero Inbursa at March 31, 2009, under Mexican accounting regulations increased by 105% to MXN912 M.

This increase is explained by:

i) a higher net interest income due to the rise of the balance sheet business volume (net lending, +59%; deposits, +72%) and the wider loans margin,

ii) a lower negative contribution of the market related income because in 4Q08 there was a change in the accounting register regulation of the swaps that hedge the fluctuations of the interest and exchange rates of a part of the credit portfolio, from trading instruments to hedging instruments.

Both effects have been partially offset by higher expenses and loan loss provisions.

The group has maintained its net lending position in the interbank market, which has improved year‐on‐year and quarter‐on‐quarter.

At February 28, 2009, the solvency ratio of Banco Inbursa (representing 92% of the total assets of the group) remained stable around 22% compared to the situation at December 31, 2008, being the highest among its main competitors.

The General Shareholders’ Meeting of April 30, 2009, has approved the distribution of a dividend of MXN0.50 per share (+11% in comparison with the year before), to be paid in cash from May 18, 2009.


During the first quarter of 2009 GFI has opened 30 new branches. In 2009 it is planned to open a minimum of 166 branches

For more information: www.inbursa.com.mx


26


Attributable net profit at March 31, 2009 was €50.1 million (‐34%), with a ROE of 10.3%. This figure includes 50.1% of BFA, since the remaining 49.9% was sold in December 2008.

Credit investment grew 5.2% year‐on‐year and deposits increased by 18%. The expansion process for retail offices in Portugal was completed in December 2008, with a total of 700. This program continued in Angola (1 traditional office opened during the first quarter of 2009, making a total of 100).

Solvency ratios have strengthened since December 2008, with a Core Capital of 8.2%, Tier I of 9% and Total Tier of 11.3%, thereby complying with the Tier I minimum of 8% required that will be required by the Banco de Portugal as of September 2009.

BPI has a net lending position in the interbank market of €2,700 million at March 31, 2009. Furthermore they have assured refinancing from the middle to the long term until the end of 2013.

The General Shareholders’ Meeting of April 22, 2009 approved the distribution of a dividend of €0.0668/share, to be paid from May 4, 2009, corresponding to a Payout of 40%, according to the Bank’s long‐term dividend policy.


The General Shareholders’ Meeting approved an increase in the number of members in the Board of Directors from 23 to 25 and a rise in the limit on voting rights, established in the Bank’s Articles of Association, from 17.5% to 20%. In addition, it approved Criteria's proposal to appoint a new Board member, Mr. Ignacio Álvarez‐Rendueles. Criteria therefore increased its representation on the Board to 4 out of 25.

For more information: www.bancobpi.pt


27


Attributable net profit at March 31, 2009, was €23 million (+110%). This result includes an extraordinary profit of €14M as a consecuence of the selling of 49% of SelfBank Spain to “la Caixa”.

Solvency ratios have strengthened since December 2008 with a Tier I of 23%.

The business volume fell 17% year‐on‐year due to the drop in assets under management (‐25%). Net loans and deposits slightly decreased by around 3%. The increase in volatility has affected the number of brokerage transactions wich have declined by only 5% to 1.4 million orders. The opening of new accounts was stable compared to March 2008, highlighting a record of new banking accounts in France.


In 2008, Boursorama and “la Caixa” signed a shareholders' agreement to create an online bank in Spain based on Boursorama’s Self Trade Bank, through which it has been operating in Spain since 2003 with more than 24,000 accounts. Boursorama and “la Caixa” share the company’s stake with to 51% and 49%, respectively. The online Self Bank is expected to start‐up operations in May 2009.

Boursorama is changing its business model in France, shifting away from street level branches to upper floor offices devoted solely to sales functions. Accordingly, in 2008 Boursorama closed 6 of its 20 branches.

In December 2008, Boursorama launched a new interface for the website www.boursorama.com, where it has continued to innovate.

In 2008, Boursorama restructured its business in Germany. Specifically, Boursorama:

o Increased its stake in OnVista AG, the owner of the leading financial information portal in Germany (www.onvista.de), from 82.49% (acquired in 2007) to 92.89%. On Vista is enabling Boursorama to accelerate the development of its online distribution of savings products in Germany.

o With a view to focusing on its core business, it sold its asset management business, Veritas, and OnVista’s non‐core businesses.

For more information: www.boursorama.com


28


Attributable net profit at March 31, 2009 was €232M (‐26%), due to higher loan loss provisions. All countries remained profitable in 1Q09, except for the Ukraine, in which Erste Group Bank has only a small presence.

Operating profit increased 10.3% year‐on‐year to €838.5 M.

The net loan book grew 9% year‐on‐year to €122,329M and deposits increased 5% to €108,707M. The loan‐ to‐ deposit ratio remained stable from December 2008 at 116%.

Solvency ratios have strengthened since December 2008, due to the issuance of participation capital for an amount of €1,000M, underwritten by the Republic of Austria, with a Tier I of 7.8% and Total Tier of 10.4%, thereby complying with the legal minimum of 8%. After completion of the deal with the Austrian Government, Tier I pro‐forma will be 9.5%. The aggregate volume of participation capital amounts to €2,700 M. Private and institutional investors have subscribed an additional €540M up to now.

A proposal to pay a dividend of €0.65/share will be submitted at the General Shareholders' Meeting in May 2009, representing a pay‐out of 24% against consolidated 2008 profit.

BUSINESS INFORMATION For the General Shareholders' Meeting of Erste Group Bank scheduled for May 12,

2009, its Management Board proposes that Mr. Juan Maria Nin be appointed as a member of the Supervisory Board (one board member of 18).

For more information: www.erstegroup.com

http://www.erstegroup.com/


29


it’s the General Shareholders' Meeting on April 16, 2009 has approved:

Payment of a final dividend of HKD0.02/share (2007: HKD1.18/share), which can be received in cash and/or shares.

A bonus share issue (1 new share for every 10 old shares) to commemorate the bank’s 90th anniversary.

Attributable net profit in 2008 fell 99% to HKD39 million, hit by HKD3,500 million in losses on the impairment and subsequent sale of its CDO portfolio, in addition to lower income from trading activities. Through the sale of the CDO portfolio, BEA has eliminated its exposure to this type of structured product.

BEA posted ongoing growth in its core business thanks to the contribution of its banking activity in China, where net interest income climbed 14%, net loans grew 5% and deposits rose 11%; the volume of these deposits is far in excess of the attempted run on the bank last September. In 2009 BEA China (100% owned subsidiary of BEA) plans to press ahead with its organic expansion program and is expected to continue to head company growth.

NPLs are under control (NPL ratio of 0.7% vs. 0.6% in 2007). Out of caution, the entity increased net provisioning by HKD342 million (+158%).

The solvency ratio was strengthened from 12.6% to 13.8% following the capital injection by Criteria in subscription of a rights issue effective January 08.

The group remains a net lender on the interbank market; its liquidity ratio stands at 38%, well above the 25% minimum threshold stipulated by the Hong Kong Monetary Authority.

On August 5, 2008 the board of directors proposed the distribution of a 2008 interim dividend of HKD 0.23/share (52% lower than in 2007).


On March 11, 2009 changes were announced in the bank’s Executive Board following the retirement of Joseph Pang, stepping down from his post as Executive Director and Deputy Chief Executive of BEA, and the resignation of Daniel Wan, stepping down from his post as CFO and BEA’s General Manager & Head of Strategic Planning & Control Division. According, Adrian David Li, Brian David Li, Tong Hon‐shing and Samson Li have been promoted to Deputy Chief Executives and William Cheung has been appointed CFO and General Manager & Head of Strategic Planning & Control Division.

In 2008, BEA China became the first foreign bank to issue debit cards in Renminbis on mainland China.

On November 17, 2008, BEA announced the signing of the “Memorandum of Mutual Understanding” with the Japanese bank Sumitomo Mitsui Banking Corporation to establish a strategic alliance between the two institutions.

On January 7, 2008, the company officially announced the start‐of‐business of its life insurance company, BEA Life, (100% owned by BEA), offering a wide range of life insurance products.

For more information: www.hkbea.com

http://www.hkbea.com/


30

Non‐listed portfolio

INSURANCE AND SPECIALIZED FINANCIAL SERVICES

At commercial level, highlights at VidaCaixa in 1Q09 include an 85% increase in premiums issued, particularly for health insurance and savings products. Due to the crisis environment, people are tending to save more and invest in secure products provided by solvent entities such as VidaCaixa. New opportunities are also appearing in the group and business segment. Additionally, the steepening of the interest rate curve is boosting the company’s life insurance business. Contributions to pension plans were 26% higher compared to the first three months of 2008 due to transfers from other management companies and the increase in employment pension funds.

Volume of funds under management pertaining to insurance and pension funds rose 2% vs December 31, 2008, thanks to the spectacular rise in premiums in the savings business and despite the difficult financial market scenario.

In regard to non‐life insurance products sold by SegurCaixa, total premiums issued rose significantly by 11%, boosted by the auto insurance business.

First‐quarter 2009 results were positive, with VidaCaixa posting net profit of €42.7 million and SegurCaixa reported €5.4 million. Earnings reported by VidaCaixa were underpinned by the excellent performance of the life‐savings insurance business while SegurCaixa’s profit was slightly lower than the figure reported in 1Q08.

VidaCaixa Figures as of

€ million 31/03/2009 31/03/2008

Premiums issued 915.5 494.6

Premiums issued and contributions to pension funds 1,209.3 727.6

Net profit 42.7 37.0

31/03/2009 31/12/2008

Technical reserves, net of reinsurance 16,630.6 16,156.7

Equity 431.0 387.6

Resources under management 28,445.0 28,016.7

Solvency margin coverage ratio 1.0 1.2


31

SegurCaixa Figures as of

€ million 31/03/2009 31/03/2008

Premiums issued 58.6 52.9

Net profit 5.4 5.8

31/03/2009 31/12/2008

Technical reserves, net of reinsurance 185.0 188.4

Equity 52.6 47.2

Combined ratio 87% 83%

Solvency margin coverage ratio 1.3 1.4

For more information: www.segurcaixaholding.com

Net profit in the first three months fell year‐on‐year, as a result of weakened activity at the end of 2008.

The volume of brokered premiums in the first quarter stood at €20 million, an increase of 8% year‐on‐year. This positive trend in activity should be reflected in the income statement in the next few months.

Figures as of

€ million 31/03/2009 31/03/2008

Commissions charged and other operating income

Operating expenses 1.48

(0.89)

1.92

(0.98)

Net profit 0.45 0.71

31/03/2009 31/12/2008

Equity 0.96 0.51

For more information: www.gdsseguros.com.

http://www.segurcaixaholding.com/

http://www.gdsseguros.com/


32

InverCaixa ended the first quarter of 2009 with assets under management of €12,492 million. Investment funds assets under management at InverCaixa remained practically unchanged from December while investment fund assets under management by the sector as a whole declined 3.8%, with the falling trend seen in 2008 easing off. This allowed InverCaixa to significantly improve its market share to 7.2%.

InverCaixa reported net profit of €1.3 million, lower than the figure seen the previous year. The significant year‐on‐year decline in assets under management, coupled with the drop in average management fees (owing to fierce competition and a product mix with a preponderance of guaranteed funds with low fees) are the reason for this performance.

Figures as of

€ million 31/03/2009 31/03/2008 (*)

Total revenue 24.8 27.7

Net profit 1.3 2.7

31/03/2009 31/12/2008

Assets under management 12,492 12,554

Funds 11,554 11,587

SICAVs 938 967

Market share 7.2% 6.9%

(*) Figures at March 31, 2008 do not include the business acquired from Morgan Stanley in June 2008.

Presentati

33

on of results: January-March 2009

At March 31, 2009, the company managed leased assets amounting to €1,077 million (up +1% compared to December 31, 2008). New investment totalled €94 million in the first quarter.

The managed fleet of vehicles stood at 37,310 at March 31, 2009, falling 2% since December 2008.

The company posted a loss of €5 million due mainly to the complex scenario facing the automobile market and the rise in defaults.

€ million Figures as of

31/03/2009 31/03/2008

Total new investment 94 69

New investment in vehicles 33 42

New investment in equipment and other assets 61 27

Net profit

Total leased assets

Vehicle fleet (no.)

(5.0)

31/03/2009

1,077

37,310

1.1

31/12/2008

1,071

38,212

Presentati 2009

34

on of results: January-March

FinConsum had outstanding loans of €901 million at March 31, 2009, a decrease of 3% on December 31, 2008. New investment had a decline of 29% from the same period of the year before.

Default rates continued to increase in the financial industry in general and the consumer finance segment in particular.

Finconsum reported losses of €3 million, primarily due to the higher cost of risk related to the increase in doubtful debts.

Figures as of

€ million 31/03/2009 31/03/2008

Total new investment 134 188

Consumer + direct 110 143

Auto 24 45

Net profit (3) (3)

31/03/2009 31/12/2008

Outstanding loans 901 927

Presentation o

35

f results: January-March 2009

GestiCaixa set up two securitization funds in the quarter, with a total issuance volume of €7,155 million. At March 31, 2009 the company managed assets of over €22,280 million.

GestiCaixa was second in the ranking in terms of new issues in the quarter, obtaining a market share of 26%.

The primary market was virtually closed in the first quarter of 2009. Most new securitized bond issues remain on the issuers’ balance sheets as a guarantee to the European Central Bank.

The company reported net profit of €0.5 million, in line with the same period the previous year.

Figures as of

€ million 31/03/2009 31/03/2008

Total revenue 0.9 0.8

Net profit 0.5 0.4

Issues 7,155 1,000

31/03/2009 31/12/2008

Managed assets

Number of funds

22,286

33

15,632

31


36

OTHER NON‐LISTED COMPANIES

The park opened at the end of March having closed after the Christmas season, during which the number of visitors was higher than expected and outstripped the previous year. Highlights of the new season include: more shows; the inauguration of a new theme hotel, Hotel Gold River, which adds 500 new rooms to the complex and a new convention center with state‐of‐the‐art technology and capacity for 4,000 people.

Figures reported in 1Q09 are not comparable with the same period last year as Easter fell in March in 2008 and in April in 2009.

Today, at the start of the season, the Hotel Caribe is the only hotel open for a new type of customer ‐ golf club customers.

Figures as of

31/3/2009 31/3/2008

Number of visits (thousands) 88.8 226.1

For more information: www.portaventura.es.

http://www.portaventura.es/


37

Investment portfolio as of March 31, 2009

Li

sted

Ser

vice

s

Non-Listed Services

BME(5.01%)

Telefónica(5.01%)

Repinves(67.60%)

Repsol YPF(12.68%)

Hisusa(49.00%)

Agbar(44.10%)

Gas Natural(37.49%)

Abertis(25.04%)

VidaCaixa(100.00%)

Inversiones Autopistas(50.10%)

Insu

ranc

e

AgenCaixa(100.00%)

SegurCaixa(100.00%)

SegurCaixaHolding (1)

(100.00%)

GDS Correduría(67.00%)

Caixa Capital Desarrollo (2)

(100.00%)

Port Aventura(100.00%)

Holret(100.00%)

GP Des. Urb. Tarraconenses

(100,.0%)

International Banking

Banco BPI(30.10%)

Boursorama(20.95%)

Hodefi(100.00%)

Negocio de Fin. e Inversiones(100.00%)

BEA(9.86%)

BCP(0.79%)

Specialised Financial Services

GestiCaixa(100.00%)

InverCaixa(100.00%)

CaixaRenting(100.00%)

Finconsum(100.00%)

5.02%

9.28%

66.44%

37.49%

7.75%

0.50%

20.65%

20.00%

80.00%

99.00%

80.00%

0.50%

0.50%

91.00%9,00%

0.79%

9.86%

1.34%

19.61%

19.42%

80.58%

Crisegen Inv. (2)

(100.00%)Invervida Cons.

(100.00%)

50.00%

50.00%

20.00%100,.0%

11.54%

GFInbursa(20.00%)

(1) On February 2, 2009 Caifor, S.A. was renamed SegurCaixa Holding, S.A.(2) In the process of a merger with its only shareholder Criteria CaixaCorp, S.A.

Erste Group Bank

(4.90%)


38

Criteria CaixaCorp non‐consolidated financial statements

€ million 31/03/2009 31/03/2008

Recurring net profit 488 302

Total net profit 488 302

Average number of weighted shares outstanding (in millions) 3,356 3,363

EPS based on recurring net profit (€) 0.15 0.09

EPS based on total net profit (€) 0.15 0.09 (*) including treasury shares

Non‐consolidated balance sheet summary

€ million 31/03/2009 31/12/2008

Financial investments and other long‐term investments 19,503 18,616

Debtors and short‐term financial investments 1,292 389

Cash in hand and at banks 2 2

Assets 20,797 19,007

Equity 13,081 12,954

Payable to credit institutions – long term 5,787 5,208

Payable to credit institutions – short term 689 0

Other liabilities 1,240 845

Liabilities 20,797 19,007

Notes: The information presented herein was prepared in accordance with the principles and accounting provisions contained in the Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the Company’s management.


39

Long‐term financial investments and other long‐term investments: the movement in this balance sheet heading in 1Q09 was the following:

€ million Balance at 31/12/08 18,616

Acquisitions and capital increases(1)

Gas Natural 1,313

BPI 10

Increase (decrease) in fair value of available‐for‐sale

financial assets

(488)

Other changes(2) 52

Balance at 31/03/09 19,503

(1) The reported amount for acquisitions and capital increases is formulated once the dividends and reserve and/or issue premiums have been deducted from the cost of the investment.

(2) Includes estimated income tax for the period and the change in deferred tax assets, among others.

In relation to the acquisition of Unión Fenosa by Gas Natural, on March 28 the €3,502 million capital increase carried out at Gas Natural was completed. Criteria CaixaCorp paid €1,313 million in this operation, proportional to its stake in the company.


40

Debtors and short‐term financial investments: the composition of this heading is the following:

€ million 31/03/2009 31/12/2008

Receivable from Catalunya de Valores (1) ‐ 140

Dividend pending 562 248

Other 730 1

Total 1,292 389

(1)Decrease due to the payment of €140 million relating to a receivable from Catalunya de Valores, originated in 2008 as a result of an agreement to pay its sole shareholder, Criteria CaixaCorp, a share premium of €36 million and €104 million in voluntary reserves.

Equity: The movement in Equity in the first quarter of 2009 was as follows:

€ million Balance at 31/12/08 12,954

Valuation adjustments:

Change in valuation of available‐for‐sale financial assets (net)

Cash flow hedges

(342)

(9)

Acquisitions of treasury stock (10)

Net profit at March 31, 2009 488

Balance at 31/03/09 13,081

Payable to credit institutions: Investments made during this period were financed using the credit facility taken out jointly with “la Caixa”. At March 31, 2009 the long term balance available stood at €5,787 million. This credit line has a limit of €6,500 million, matures on December 31, 2009 and accrues interest at a rate of Euribor plus 50 basis points.

In early April 2009 the credit line was renegotiated and converted into two tranches: The first (€6,500 million) matures on July 31, 2011; and the second tranche of €1,000 million, matures on June 30, 2009. Both bear interest at Euribor plus 100 basis points.


41

Other liabilities: There has been an increase in this heading compared to December 31, 2008 as reflected in the table below:

€ million 31/03/2009 31/12/2008

Loan Caixa Capital Desarrollo (1) 509 ‐

Group creditors ‐ 54

Deferred tax on available‐for‐sale assets 588 658

Other 143 133

Total 1,240 845

(1) Increase resulting from a €509 million loan taken out with subsidiary Caixa Capital Desarrollo falling due on December 31, 2009, bearing an interest rate of Euribor plus 50 basis points.

Non‐consolidated income statement summary

January‐March

€ million 2009 2008 Variation

Recurring dividends 520 317 64%

Recurring expenses (7) (6) 16%

Operating profit (recurring) 513 311 65%

Net financial income/(expense) (34) (12) 183%

Recurring profit 479 299 60%

Income tax 9 3 ‐

Recurring net profit 488 302 62%

Non‐recurring income ‐ (1) ‐

Income tax ‐ 1 ‐

Non‐recurring net profit ‐ ‐ ‐

Net profit 488 302 62%

Notes: The information presented herein was prepared in accordance with the principles and accounting provisions contained in the Spanish General Chart of Accounts. However, for purposes of explaining key data, figures are presented in accordance with the model used by the company’s management. Unaudited figures.

Highlights include:

Net Profit: Net profit grew 62% in the first quarter of 2009 year‐on‐year. This was due to the 64% rise in dividend income which was partly offset by the increase in finance expense deriving from the higher drawdowns made on the credit facility as a result of the net investments made in 2008 and 2009.


42

The movement in dividends in the first quarter of 2009 and 2008 was as follows:

January‐March

€ million 2009 2008

Gas Natural 168 105

Telefónica 118 87

SegurCaixa Holding/Crisegen 84 ‐

Repsol YPF/Repinves 59 57

Abertis / Inversiones Autopistas 42 31

BPI / Catalunya de Valores 18 21

Erste Bank 10 2

Caixa Capital Desarrollo 8 ‐

Agbar 7 7

BME 4 6

Other 2 1

Total 520 317 64%

Factoring in investments and disposals made, recurring dividends rose 18% on a like‐for‐like basis year‐on‐year.

January‐March

€ million 2009 2008

Gas Natural 152 105

Telefónica 109 87

Repsol YPF/Repinves 59 57

Abertis 33 31

BPI / Catalunya de Valores 8 21

Agbar 7 7

BME 4 6

Erste Bank 2 2

Other 1 1

Recurring dividends same consolidation scope

375 317 18%

Recurring dividends, change in consolidation scope (1)

145 ‐

Total 520 317 64%

(1) Primarily dividends accrued on a non‐like‐for‐like basis (investments/disposals) Accrual in different periods.


43

Criteria CaixaCorp consolidated financial statements

€ million 31/03/2009 31/03/2008

Recurring net profit 414 378

Net profit attributable to the group 414 378

Average number of weighted shares outstanding (in millions)(*) 3,356 3,363

EPS based on recurring net profit (€)(*) 0.12 0.11

EPS based on total net profit (€) 0.12 0.11 (*) including treasury shares

Criteria CaixaCorp consolidates its shareholdings in accordance with International Financial Reporting Standards (IFRS). In particular:

Subsidiaries and companies in which it exercises control (generally over 50% of voting rights) are fully consolidated

Jointly‐controlled entities and companies in which the Group exercises significant influence (usually those in which it owns at least 20% of voting rights) are accounted for using the equity method.

Other investments in which the Group does not exercise significant influence (usually in which it owns less than 20% of voting rights) are accounted for as available‐for‐sale financial assets.

The following table presents the Criteria CaixaCorp Group’s main investments at March 31, 2009, grouped by the consolidation method applied:

Full consolidation Equity‐consolidated companies Available‐for‐sale assets Insurance Specialized financial services Services – Listed Companies Services – Listed Companies

SegurCaixa Holding

100.00% CaixaRenting 100.00% Gas Natural 37.49% Repsol‐YPF 12.68%

VidaCaixa 100.00% Finconsum 100.00% Abertis 25.04% 1 Telefónica 5.01%

SegurCaixa 100.00% InverCaixa Gestión 100.00% Grupo Agbar 44.10% BME 5.01%

AgenCaixa 100.00% GestiCaixa 100.00%

GDS-Correduría

67.00%

Services ‐ Non‐listed companies

International banking International banking

Caixa Capital Desarrollo

100.00% Banco BPI

GF Inbursa 30.10%

20.00%

BEA Erste Group Bank

9.86%

4.90%

Holret 100.00% Boursorama 20.95% BCP 0.79%

Port Aventura Group

100.00%

Note:

(1) Controlling stake of 28.91%.


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Consolidated balance sheet summary

Highlights of consolidated assets

€ million 31/03/2009 31/12/2008

Goodwill and other intangible assets 902 912

Property, plant and equipment and investment properties 1,349 1,349

Investments accounted for using the equity method 9,626 8,519

Carrying amount 6,861 5,769

Goodwill 2,765 2,750

Non‐current financial assets 24,469 25,308

Other non‐current assets 603 482

Non‐current assets 36,949 36,570

Current financial assets 4,133 4,563

Cash and cash equivalents 572 1,543

Other current assets 925 825

Current assets 5,630 6,931

Total assets 42,579 43,501

Highlights of consolidated liabilities

€ million 31/03/2009 31/12/2008

Equity 12,096 12,413

Provisions for insurance contracts and other 16,453 16,445

Long‐term debt 8,461 7,871

Deferred tax liabilities 755 901

Non‐current liabilities 25,669 25,217

Provisions for insurance contracts 448 418

Interest‐bearing loans and borrowings and other 4,234 5,210

Other current liabilities 132 243

Current liabilities 4,814 5,871

Total equity and liabilities 42,579 43,501

Note:

This financial information has been prepared in accordance with IFRS. However, for purposes of explaining key data, figures are presented in accordance with the model used by the company’s management.


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The main variations in the balance sheet are as follows:

Goodwill and other intangible assets decreased by €10 million as a result of the amortization of intangible assets arising from business combinations in 2008 (acquisition of Morgan Stanley’s business from “la Caixa”) and 2007 (acquisition from Fortis of it stake in SegurCaixa Holding, formerly CaiFor).

The movement in Investments accounted for using the equity method in the first quarter of 2009 is as follows:

€ million

Balance at 31/12/08 8,519

Acquisitions and capital increases

Gas Natural 1,313

BPI 10

Conversion differences 34

Profit for the period and changes in investees’ reserves

Profit for the period 223

Change in reserves (288)

Other movements in equity (185)

Balance at 31/03/09 9,626

The breakdown of goodwill at March 31, 2009 and December 31, 2008 is as follows:

€ million 31/03/2009 31/12/2008

GF Inbursa(1) 797 777

Abertis 691 691

Gas Natural 587 587

BPI 350 355

Agbar 274 274

Boursorama 66 66

Goodwill 2,765 2,750

(1) At March 31, 2009 goodwill deriving from this stake has yet to be allocated. Additionally, it should be noted that the amount fluctuates in line with the eur/mxn exchange rate.


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The movement in Non‐current financial assets compared to December 31, 2008 is the following:

€ million

Balance at 31/12/08 25,308

Insurance company debt instruments and other financial assets (net movement)

(270)

Valuation adjustments and exchange differences (569)

Balance at 31/03/09 24,469

The movement in Equity in the first quarter of 2009 is as follows:

€ million

Balance at 31/12/08 12,413

Valuation adjustments (increases/(decreases)) recognized in equity (695)

Consolidated profit attributable to the Group 414

Minority interests 5

Treasury shares

Other movements in equity (10)

(31)

Balance at 31/03/09 12,096

Group non‐current liabilities include the utilization of the credit facility to carry out the investments of the period. dong term debt payable to credit institutions amount to €8,214M

Current liabilities decreased by €1,057 million due mainly to insurance company assets with repurchase agreements.


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Consolidated income statement summary

January‐March

€ million 2009 2008 % Chg

Income from equity instruments (available‐for‐sale assets) 211 183 15%

Net profit of companies accounted for using the equity method 217 190 14%

Net profit of companies accounted for using the full consolidation method 14 24 ‐42%

Net operating expense (28) (19) 47%

Recurring net profit 414 378 10%

Net gains on the sale of investments and other non‐recurring profit ‐ ‐ ‐

Net profit attributable to the parent company 414 378 10%

Note: The consolidated income statement shown has been prepared in accordance with IFRS, although they are presented according to the group management model.

Income from equity instruments in the first quarter of 2009 rose by €28 million (15%) on 2008, due mainly to higher dividends from Telefónica, S.A. (€31 million).

Net profit of companies consolidated under the equity method grew by €27 million (14%) due mainly to:

o The improvement in results and the increase in the investment in Gas Natural compared to same period last year triggered a €13 million rise in profit contributed.

o Profit from GFI (investment acquired in 3Q08) was included in 1Q09.

Net profit from fully‐consolidated companies decreased by €10 million, due mainly to the decline in trading income and the general economic downturn and particularly the drop in consumption.

The €9 million change in net operating expense attributable to Criteria CaixaCorp is mainly due to the increase in financial debt incurred by the Company.


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Details of revenue included under net profit of fully‐consolidated companies are as follows:

Highlights of the Criteria CaixaCorp consolidated income statement

January‐March

€ million 2009 2008 % Chg

Income from insurance business 1,262 812 55%

Trading income 62 61 2%

Other 47 46 2%

Revenue 1,371 919 49%

Income from the insurance business grew €451 million (55%) as a result of higher activity among the Group’s different branches of insurance, mainly due to an increase in premiums issued. Due to the crisis environment, people are tending to save more and invest in secure products provided by solvent entities such as VidaCaixa. New opportunities are also appearing in the group and business segment.

Trading income and Other income are stable compared to the same period last year.


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Significant events and other filings sent to the CNMV

22/04/2009 OTHER FILINGS: THE COMPANY ANNOUNCES THAT A PRESS CONFERENCE WILL BE HELD TO INFORM ON ITS 1ST QUARTER RESULTS AND TO COMMENT ON THE ANNUAL GENERAL MEETING AGENDA

6/04/2009 PROPOSED RESOLUTIONS AND DIRECTORS’ REPORTS TO SUBMITTED AT THE GENERAL SHAREHOLDERS' MEETING

6/04/2009 CALL FOR GENERAL SHAREHOLDERS' MEETING AND EXPLANATORY REPORT PURSUANT TO ARTICLE 116 BIS OF THE SPANISH SECURITIES MARKET ACT

2/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESENTATION – WEBCAST 2/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESENTATION

2/03/2009 OTHER FILINGS: CRITERIA CAIXACORP 2008 RESULTS PRESS RELEASE

2/03/2009 THE COMPANY PUBLISHES ITS 2008 ANNUAL CORPORATE GOVERNANCE REPORT 2/03/2009 THE COMPANY PUBLISHES ITS 2008 ANNUAL FINANCIAL REPORT AND PROPOSED FINAL DIVIDEND 28/02/2009 CRITERIA CAIXACORP PUBLISHES 2ND SEMESTER RESULTS FOR 2008

12/02/2009 OTHER FILINGS: CRITERIA CAIXACORP ANNOUNCES THAT IT WILL MAKE A PRESENTATION ON 2008 RESULT

30/01/2009 THE COMPANY ANNOUNCES SIGNIFICANT INFORMATION RELATING TO THE 2008 CLOSE

Further information on these significant events can be found on the Comisión Nacional del Mercado de Valores (Spanish securities market regulator) website (www.cnmv.es) and on Criteria CaixaCorp’s website (www.criteria.com).

http://www.cnmv.es/

http://www.criteria.com/


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Disclaimer

This document contains estimates made by the Company or its management at the date of preparation hereof, relating to various issues, including the market value of the unlisted companies included in Criteria CaixaCorp’s portfolio.

The above calculation was based on an individual valuation of each of the Company’s holdings (and not as an investment portfolio). Such asset‐by‐asset valuations may result in a higher value than that which would be obtained in a simultaneous sale of more than one asset or in an en bloc sale. In that regard, the Company’s shares may be traded at a discount in relation to the NAV. This occurs with the shares of certain European holding companies for various reasons, such as market conditions, liquidity factors, or the current or forecast performance of a company or its investees.

As a result, neither the NAV of the Company, nor the estimated market value of the Company’s shares may be deemed to be an approximate indication of the prices that could be obtained from a sale of assets on the open market, and nor may they be considered an appropriate indication of the prices at which the shares of Criteria CaixaCorp may be listed on the Spanish stock markets.

In addition, the Company’s NAV will fluctuate over time with the changes in the value of its portfolio and, as a result, the shareholders may not recover their initial investment in the subsequent sale of their shares. In this regard, shareholders must keep in mind that historical returns do not guarantee future performance.

Criteria CaixaCorp is under no obligation to provide public notification of the results of any review that may be made of these representations to adapt them to events or circumstances subsequent to this presentation, including among others, changes to the Company’s business, its business development strategy or any other possible supervening circumstance. The contents of this statement should be taken into account by any persons or entities that may have to take decisions or prepare or disseminate opinions relating to securities issued by the Company and, in particular, by the analysts and investors handling this document. All of the above are invited to consult the public documentation and information notified or registered by Criteria CaixaCorp with the Comisión Nacional del Mercado de Valores (CNMV). The unaudited financial information contained in this document has been prepared in accordance with International Financial Reporting Standards (IFRS) and the new Spanish General Chart of Accounts.


51

Av, Diagonal, 621‐629, T.II

08028 Barcelona (Spain)

Tel +34 93 409 2121

Fax +34 93 330 9727

www.criteria.com

PRESENTATION OF RESULTS - CaixaBank · 2014-07-10 · PRESENTATION OF RESULTS January‐March 2009....

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