Edgar Filing: ABN AMRO HOLDING N V

Notes to Pro Forma Financial Statements

The information contained in this report is incorporated by reference into the registration statements on Form S-8 with Registration Nos. 333-81400, 333-84044, 333-128621, 333-128619, 333-127660 and 333-74703, the registration statements on Form F-3 with Registration Nos. 333-137691 and 333-104778 and the registration statement on Form F-4 with Registration No. 333-108304.

Cautionary statement regarding forward-looking statements

This announcement contains forward-looking statements. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. Any statement in this announcement that expresses or implies our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections, as they are currently available to the management of ABN AMRO Holding N.V. (“ABN AMRO”). Forward-looking statements therefore speak only as of the date they are made, and we take no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could therefore cause actual future results to differ materially from those expressed or implied in any forward looking statement. Such factors include, without limitation, the consummation of our proposed merger with Barclays PLC (“Barclays”); the completion of our proposed disposition of LaSalle; the conditions in the financial markets in Europe, the United States, Brazil and elsewhere from which we derive a substantial portion of our trading revenues; potential defaults of borrowers or trading counterparties; the implementation of our restructuring including the envisaged reduction in headcount; the reliability of our risk management policies, procedures and methods; the outcome of ongoing criminal investigations and other regulatory initiatives related to compliance matters in the United States and the nature and severity of any sanctions imposed; and other risks referenced in our filings with the US Securities and Exchange Commission. For more information on these and other factors, please refer to Part I: Item 3.D “Risk Factors” in our Annual Report on Form 20-F filed with the US Securities and Exchange Commission and to any subsequent reports furnished or filed by us with the US Securities and Exchange Commission. The forward-looking statements contained in this announcement are made as of the date hereof, and the companies assume no obligation to update any of the forward-looking statements contained in this announcement.

Additional Information and Where to Find it

In connection with the proposed business combination transaction between Barclays and ABN AMRO, Barclays expects that it will file with the US Securities and Exchange Commission a Registration Statement on Form F-4 which will contain a prospectus, a Tender Offer Statement on Schedule TO and other relevant materials. In addition, ABN AMRO expects that it will file with the US Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other relevant materials. Such documents, however, are not currently available.

INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain a free copy of such filings without charge, at the SEC's website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be obtained from Barclays and ABN AMRO, without charge, once they are filed with the SEC.

The publication and distribution of this document and any separate documentation regarding the intended Offer, the making of the intended Offer and the issuance and offering of shares may, in some jurisdictions, be restricted by law. This document is not being published and the intended Offer is not being made, directly or indirectly, in or into any jurisdiction in which the publication of this announcement and the making of the intended Offer would not be in compliance with the laws of that jurisdiction. Persons who come into possession of this announcement should inform themselves of and observe any of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ABN AMRO HOLDING N.V.


	By:	/s/ Richard Bruens

		Name:	Richard Bruens
		Title:	Head of Investor Relations

Date: April 25, 2007
	By:	/s/ Willem Nagtglas Versteeg

		Name:	Willem Nagtglas Versteeg
		Title:	Secretary to the Managing Board

Introduction		3

Unaudited Pro Forma Balance Sheet as at December 31, 2006		5

Unaudited Pro Forma Income Statement for the year ended December 31, 2004, 2005 and 2006		6

Notes to Pro Forma Financial Statements		8

Condensed consolidated Balance Sheet at December 31, 2006
(amounts in millions of euros)	ABN AMRO Holding N.V.		AANAH		ABN AMRO Holding N.V. excluding AANAH

Assets
Cash and balances at central banks		12,317		1,421		10,896
Financial assets held for trading		205,736		1,296		204,440
Financial investments		125,381		24,212		101,169
Loans and receivables — banks		134,819		4,476		130,343
Loans and receivables — customers		443,255		48,390		394,865
Equity accounted investments		1,527		0		1,527
Property and equipment		6,270		942		5,328
Goodwill and other intangible assets		9,407		0		9,407
Assets of businesses held for sale		11,850		0		11,850
Accrued income and prepaid expenses		9,290		425		8,865
Other assets		27,212		5,306		21,906
Total assets		987,064		86,468		900,596

Liabilities
Financial liabilities held for trading		145,364		212		145,152
Due to banks		187,989		12,102		175,887
Due to customers		362,383		44,982		317,401
Issued debt securities		202,046		17,339		184,707
Provisions		7,850		179		7,671
Liabilities of businesses held for sale		3,707		0		3,707
Accrued expenses and deferred income		10,640		921		9,719
Other liabilities		21,977		2,040		19,937
Total liabilities (excluding subordinated liabilities)		941,956		77,775		864,181
Subordinated liabilities		19,213		5,830		13,383
Total liabilities		961,169		83,605		877,564

Equity attributable to shareholders of the parent company		23,597		2,566		21,031
Equity attributable to minority interests		2,298		297		2,001
Total equity		25,895		2,863		23,032
Total equity and liabilities		987,064		86,468		900,596

Condensed consolidated income statement 2006
*Amounts in millions of euros*	ABN AMRO Holding N.V.		AANAH		ABN AMRO Holding N.V. excluding AANAH

Net interest income		10,575		2,115		8,460
Net fee and commission income		6,062		628		5,434
Net trading income		2,979		68		2,911
Results from financial transactions		1,087		138		949
Share of result in equity accounted investments		243		4		239
Other operating income		1,382		287		1,095
Income of consolidated private equity holdings		5,313		0		5,313
Operating income		27,641		3,240		24,401

Operating expenses		20,713		2,047		18,666
Loan impairment and other credit risk provisions		1,855		62		1,793
Total expenses		22,568		2,109		20,459

Operating profit before tax		5,073		1,131		3,942
Income tax expense		902		232		670
Profit from continuing operations		4,171		899		3,272

Profit from discontinued operations net of tax		609		0		609
Profit for the year		4,780		899		3,881

Attributable to:
Shareholders of the parent company		4,715		878		3,837
Minority interests		65		21		44

Condensed consolidated income statement 2005
*Amounts in millions of euros*	ABN AMRO Holding N.V.		AANAH		ABN AMRO Holding N.V. excluding AANAH

Net interest income		8,785		2,016		6,769
Net fee and commission income		4,691		597		4,094
Net trading income		2,621		93		2,528
Results from financial transactions		1,281		43		1,238
Share of result in equity accounted investments		263		4		259
Other operating income		1,056		214		842
Income of consolidated private equity holdings		3,637		0		3,637
Operating income		22,334		2,967		19,367

Operating expenses		16,301		1,959		14,342
Loan impairment and other credit risk provisions		635		20		615
Total expenses		16,936		1,979		14,957

Operating profit before tax		5,398		988		4,410
Income tax expense		1,142		331		811
Profit from continuing operations		4,256		657		3,599

Profit from discontinued operations net of tax		187		0		187
Profit for the year		4,443		657		3,786

Condensed consolidated income statement 2004
*Amounts in millions of euros*	ABN AMRO Holding N.V.		AANAH		ABN AMRO Holding N.V. excluding AANAH

Net interest income		8,525		2,018		6,507
Net fee and commission income		4,485		700		3,785
Net trading income		1,309		106		1,203
Results from financial transactions		905		12		893
Share of result in equity accounted investments		206		2		204
Other operating income		745		236		509
Income of consolidated private equity holdings		2,616		0		2,616
Operating income		18,791		3,074		15,717

Operating expenses		15,180		1,824		13,356
Loan impairment and other credit risk provisions		607		145		462
Total expenses		15,787		1,969		13,818

Operating profit before tax		3,004		1,105		1,899
Income tax expense		715		363		352
Profit from continuing operations		2,289		742		1,547

Profit from discontinued operations net of tax		1,651		0		1,651
Profit for the year		3,940		742		3,198

Earnings per share under IFRS
For the year ended December 31, 2006	ABN AMRO Holding N.V.		ABN AMRO Holding N.V. excluding AANAH
*Amounts in millions of euros unless stated otherwise*

Shareholders’ equity per ordinary share under IFRS (in euros)		12.73		11.19
Net profit under IFRS attributable to shareholders of the company		4,715		3,837
from continuing operations		4,106		3,228
from discontinued operations		609		609

Basic earnings per share under IFRS (in euros)		2.50		2.04
from continuing operations (in euros)		2.18		1.71
from discontinued operations (in euros)		0.32		0.32

Diluted earnings per share under IFRS (in euros)		2.49		2.02
from continuing operations (in euros)		2.17		1.70
from discontinued operations (in euros)		0.32		0.32

Earnings per share under US GAAP
For the year ended December 31, 2006	ABN AMRO Holding N.V.		ABN AMRO Holding N.V. excluding AANAH
*Amounts in millions of euros unless stated otherwise*

Shareholders’ equity per ordinary share under US GAAP (in euros)		14.73		12.34
Net profit under US GAAP attributable to shareholders of the company		4,425		3,820
from continuing operations		4,111		3,506
from discontinued operations		314		314

Basic earnings per share under US GAAP (in euros)		2.35		2.03
from continuing operations (in euros)		2.18		1.86
from discontinued operations (in euros)		0.17		0.17

Diluted earnings per share under US GAAP (in euros)		2.33		2.02
from continuing operations (in euros)		2.17		1.85
from discontinued operations (in euros)		0.17		0.17

*Shareholders' equity reconciliation from IFRS to US GAAP*
*(amounts in millions of euros)*	*December 31,* *2006*

Equity attributable to shareholders under IFRS		21,031

US GAAP Adjustments:
Goodwill and business combinations		2,390
Private equity investments		175
Pensions		-796
Derivative used for hedging		250
Preference shares		768
Taxes		-312
Other items		138
Total adjustments		2,613
Shareholders’ equity under US GAAP		23,644

*Net profit reconciliation from IFRS to US GAAP*
*(amounts in millions of euros)*	*2006*

Net profit attributable to shareholders under IFRS		3,837

US GAAP Adjustments:
Goodwill and business combinations		-809
Private equity investments		90
Pensions		-220
Derivative used for hedging		1,129
Preference shares		36
Taxes		-26
Other items		-217
Total adjustments		-17
Net profit under US GAAP		3,820