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Annual Financial Report - Part 3

16 Mar 2012 07:30

RNS Number : 4704Z
Santander UK Plc
16 March 2012
 



Financial Statements

 

Notes to the Financial Statementscontinued

 

2. SEGMENTS

 

The principal activity of the Group is financial services. The Group's business is managed and reported on the basis of the following segments:

 

Retail Banking;

Corporate Banking;

Markets; and

Group Infrastructure.

 

In 2011, as the Group moved towards becoming a full-service commercial bank, management wanted a fuller view in Corporate Banking of the results of the range of services offered to corporate customers; a view which management sees as increasingly valuable. As a result, Santander Business Banking, which offers a range of banking services to small businesses in the UK, was managed and reported as part of Corporate Banking in 2011 rather than Retail Banking as in 2010. In addition, large multinationals were also managed and reported as part of Corporate Banking in 2011, rather than Global Banking & Markets as in 2010. As a result of the changes, Global Banking & Markets was renamed Markets. Prior years' segmental analyses have been adjusted to reflect the fact that reportable segments have changed.

The Group's segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. The Group has four segments:

 

Retail Banking offers a comprehensive range of banking products and related financial services (residential mortgages, savings and banking, and other personal financial services products) to customers throughout the UK. It serves customers through the Santander UK network of branches and ATMs, as well as through telephone, internet channels and intermediaries. It also includes the private banking business which offers private banking and other specialist banking services in the UK and international banking.

 

Corporate Banking provides a range of banking services principally to UK companies, with a focus on services for SMEs, providing a broad range of banking products including loans, bank accounts, deposits, treasury services, invoice discounts, cash transmission and asset finance. Small businesses with a turnover of less than £250,000 are serviced through the Business Banking division, while a network of 28 regionally-based Corporate Business Centres offers services to businesses with a turnover of £250,000 to £150m. In addition, Corporate Banking includes specialist teams servicing Real Estate, Social Housing and UK infrastructure clients.

Within Corporate Banking, the Large Corporates business is responsible for larger multinational corporate clients, including related activities principally comprising foreign exchange, money market and credit activities. These related activities are structured into two main product areas: Foreign exchange and money markets, and Credit. Foreign exchange offers a range of foreign exchange products and money markets runs the securities lending/borrowing and repo businesses. Credit originates loan and bond transactions in primary markets as well as their intermediation in secondary markets.

Legacy portfolios in run-off are also managed within Corporate Banking.

 

Markets is a financial markets business focused on providing value added financial services to financial institutions, as well as to the rest of Santander UK's business. It is structured into two main product areas: Fixed income and Equity. Fixed Income covers sales and trading activity for fixed income products. Equity covers equity derivatives, property derivatives and commodities. Equity derivatives' activities include the manufacture of structured products sold to both the Group and other financial institutions who sell or distribute them on to their customers.

 

Group Infrastructure consists of Asset and Liability Management ('ALM'), which is responsible for the Group's capital and funding, and the Treasury asset portfolio. ALM is responsible for managing the Group's structural balance sheet composition and strategic and tactical liquidity risk management. This includes short-term and medium-term funding, covered bond and securitisation programmes. ALM's responsibilities also include management of Santander UK's banking products and structural exposure to interest rates. The Treasury asset portfolio is being run down.

 

 

The Company's board of directors (the 'Board') is the chief operating decision maker for the Group. The segment information below is presented on the basis used by the Board to evaluate performance and allocate resources. The Board reviews discrete financial information for each segment of the business, including measures of operating results, assets and liabilities.

The segments are managed primarily on the basis of their results, which are measured on a 'trading' basis. The trading basis differs from the statutory basis (described in Note 1) as a result of the application of various adjustments. Management considers that the trading basis provides the most appropriate way of reviewing the performance of the business.

The adjustments are:

 

Perimeter companies pre-acquisition trading basis results - Following the acquisition of the Santander Cards business and the shareholdings in the Santander Consumer and Santander Private Banking businesses not already owned by the Group (the 'Perimeter companies') in October and November 2010, as described in Note 46, the statutory results for the year ended 31 December 2011 include the consolidated results of all the Perimeter companies for the full year, whereas the statutory results for the year ended 31 December 2010 do not.

The statutory results for the year ended 31 December 2010 only included 49.9% of the profit before tax of Santander Consumer, reflecting the Group's shareholding at that time. The statutory results for the year ended 31 December 2010 included 100% of the profit before tax of Santander Private Banking but also a non-controlling interest, prior to the acquisition of the remaining 49% shareholding.

In order to enhance the comparability of the results for the two periods, management reviews the 2010 results including the pre-acquisition results of the Perimeter companies for that period.

 

Reorganisation, customer remediation and other costs - These comprise implementation costs in relation to the strategic change and cost reduction process, costs in respect of customer remediation, and certain write-offs and impairment losses taken centrally. Management needs to understand the underlying drivers of the cost base and therefore adjusts for these costs, which are managed independently.

 

Hedging and other variances - The Balance Sheet and Income Statement are subject to mark-to-market volatility including that arising from the accounting for elements of derivatives deemed under IFRS rules to be ineffective as hedges. Volatility also arises on certain assets previously managed on a fair value basis, and hence classified as fair value through profit or loss under IFRS, that are now managed on an accruals basis. Where appropriate, such volatility is separately identified to enable management to view the underlying performance of the business. In addition, other variances include the reversal of coupon payments on certain equity instruments which are treated as interest expense in the trading results but are reported below the profit after tax line for statutory purposes.

 

Profit on part sale and revaluation of subsidiaries - These profits are excluded from the results to allow management to understand the underlying performance of the business. In 2011, there were no such profits. In 2010, the profit that arose on the revaluation of the Group's original holding in Santander Consumer (UK) plc on the acquisition of the remaining shares by the Group was excluded from the trading results. In addition, profits on the sale of James Hay and certain other businesses were excluded from the trading results. In 2009 there were no such profits.

 

Depreciation of operating lease assets - The operating lease businesses are managed as financing businesses and, therefore, management needs to see the margin earned on the businesses. Residual value risk is separately managed. As a result, the depreciation is netted against the related income in the trading results.

 

Capital and other charges - These principally comprise internal nominal charges for capital invested in the Group's businesses. Management implemented this charge to assess the effectiveness of capital investments.

 

Transactions between the business segments are on normal commercial terms and conditions. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Internal charges and transfer pricing adjustments have been reflected in the performance of each business. Revenue sharing agreements are used to allocate external customer revenues to a business segment on a reasonable basis. Funds are ordinarily reallocated between segments, resulting in funding cost transfers disclosed in total trading income. Interest charged for these funds is based on the Group's cost of capital.

Interest receivable and interest payable have not been reported separately. The majority of the revenues from the segments presented below are interest income in nature and the Board relies primarily on net interest revenues to both assess the performance of the segment and to make decisions regarding allocation of segmental resources.

 

 

 

 

2011

Retail

Banking

£m

Corporate Banking

£m

 Markets

£m

Group

Infrastructure

£m

Total

£m

Adjustments

£m

 

Group Total

£m

Net interest income/(expense)

3,399

427

(3)

(51)

3,772

58

3,830

Non-interest income/(expense)

753

411

162

(53)

1,273

82

1,355

Total trading income/(expense)

4,152

838

159

(104)

5,045

140

5,185

Administration expenses

(1,582)

(250)

(108)

(50)

(1,990)

(5)

(1,995)

Depreciation, amortisation and impairment

(206)

(12)

(3)

-

(221)

(226)

(447)

Total trading expenses

(1,788)

(262)

(111)

(50)

(2,211)

(231)

(2,442)

Impairment losses on loans and advances

(339)

(226)

-

-

(565)

-

(565)

Provisions for other liabilities and charges

-

(3)

(3)

(151)

(157)

(760)

(917)

Trading profit before tax

2,025

347

45

(305)

2,112

(851)

1,261

Adjust for:

- Reorg.n, customer remediation and other costs

(937)

-

-

-

(937)

- Hedging and other variances

(31)

-

-

117

86

- Capital and other charges

(141)

(35)

-

176

-

Profit before tax

916

312

45

(12)

1,261

Revenue from external customers

5,305

844

159

(1,263)

5,045

Inter-segment revenue

(1,153)

(6)

-

1,159

-

Total trading income

4,152

838

159

(104)

5,045

Customer assets

175,416

30,895

-

-

206,311

Total assets(1)

180,443

50,057

28,652

38,422

297,574

Customer deposits

120,052

29,139

-

-

149,191

Total liabilities

126,153

46,927

29,618

82,210

284,908

Average number of staff

18,590

1,936

260

133

20,919

 

(1) Includes customer assets, net of impairment loss allowances.

 

The non-trading adjustments between the trading basis and the statutory basis may be analysed further as follows:

 

2011

Net interest

income

£m

Non-

interest

income

£m

Administration

expenses

£m

Depreciation,

amortisation and impairment

£m

Impairment losses on loans and advances

£m

Provisions for other liabilities and charges

£m

Profit

before

tax

£m

Reorg.n, customer remediation and other costs

-

-

(5)

(172)

-

(760)

(937)

Depreciation of operating lease assets

-

54

-

(54)

-

-

-

Hedging and other variances

58

28

-

-

-

-

86

58

82

(5)

(226)

-

(760)

(851)

 

Included within the Group Totals above are the following statutory results from the Perimeter companies which were included on a statutory basis for the full year in 2011 following their acquisition in 2010:

 

Perimeter companies statutory basis results for the year ended 31 December 2011

 

 

 

Retail

Banking

£m

Corporate Banking

£m

 

Markets

£m

Group

Infrastructure

£m

Total

£m

Net interest income

472

-

-

-

472

Non-interest income

44

-

-

-

44

Total operating income

516

-

-

-

516

Administration expenses

(205)

-

-

-

(205)

Depreciation, amortisation and impairment

(14)

-

-

-

(14)

Total operating expenses excluding provisions and charges

(219)

-

-

-

(219)

Impairment losses on loans and advances

(165)

-

-

-

(165)

Provision for other liabilities and charges

(10)

-

-

-

(10)

Total operating provisions and charges

(175)

-

-

-

(175)

Profit before tax

122

-

-

-

122

 

 

 

 

2010

Retail

Banking

£m

Corporate Banking

£m

 Markets

£m

Group

Infrastructure

£m

Total

£m

Adjustments

£m

Group Total

£m

Net interest income

3,494

357

-

302

4,153

(339)

3,814

Non-interest income/(expenses)

652

347

221

(80)

1,140

80

1,220

Total trading income

4,146

704

221

222

5,293

(259)

5,034

Administration expenses

(1,615)

(246)

(74)

(48)

(1,983)

190

(1,793)

Depreciation, amortisation and impairment

(175)

(11)

(2)

-

(188)

(87)

(275)

Total trading expenses

(1,790)

(257)

(76)

(48)

(2,171)

103

(2,068)

Impairment losses on loans and advances

(703)

(168)

-

(40)

(911)

199

(712)

Provisions for other liabilities and charges

-

-

-

-

-

(129)

(129)

Trading profit before tax

1,653

279

145

134

2,211

(86)

2,125

Adjust for:

- Perimeter co. pre-acquisition trading basis results

(95)

-

-

25

(70)

- Reorg.n, customer remediation and other costs

(155)

-

-

40

(115)

- Profit on part sale and revaluation of subs

-

-

-

126

126

- Hedging and other variances

(31)

-

-

4

(27)

- Capital and other charges

(81)

(32)

-

113

-

Profit before tax

1,291

247

145

442

2,125

Revenue from external customers

5,796

929

221

(1,653)

5,293

Inter-segment revenue

(1,650)

(225)

-

1,875

-

Total trading income

4,146

704

221

222

5,293

Customer assets

175,431

26,660

-

-

202,091

Total assets(1)

180, 672

49,718

22,070

50,400

302,860

Customer deposits

125,721

27,776

-

-

153,497

Total liabilities

130,778

50,229

22,835

86,744

290,586

Average number of staff

16,714

1,927

184

122

18,947

 

(1) Includes customer assets, net of impairment loss allowances.

 

The non-trading adjustments between the trading basis and the statutory basis may be analysed further as follows:

 

2010

Net

interest

income

£m

Non-

interest

income

£m

Administration

expenses

£m

Depreciation,

 amortisation and impairment

£m

Impairment losses on loans and advances

£m

Provisions for other liabilities and charges

£m

Profit

before

tax

£m

Perimeter co. pre-acquisition trading basis results

(396)

(27)

182

11

159

1

(70)

Reorg.n, customer remediation and other costs

-

-

8

(33)

40

(130)

(115)

Depreciation of operating lease assets

-

65

-

(65)

-

-

-

Profit on part sale and revaluation of subs

-

126

-

-

-

-

126

Hedging and other variances

57

(84)

-

-

-

-

(27)

(339)

80

190

(87)

199

(129)

(86)

 

The trading basis segmental results analyses above for the year ended 31 December 2010 include the pre-acquisition trading basis results for the Perimeter companies for the reasons described in the section entitled "Perimeter companies pre-acquisition trading basis results" on the previous pages. The Perimeter companies were not part of the Group for the full year in 2010, and the inclusion of their pre-acquisition trading basis results in the 2010 comparatives in the internal segmental information reviewed by the Board is intended only to enhance the comparability of the trading basis results for 2011 and 2010. These pre-acquisition trading basis results do not form part of the statutory results of the Group for the year ended 31 December 2010. The inclusion of these results in the internal segmental information reviewed by the Board is not intended to imply that the Perimeter companies were part of the Group at that time, and should not be interpreted as attempting to do so.

Details of the pre-acquisition trading basis financial information included above, by segment, are as follows:

 

Perimeter companies pre-acquisition trading basis results for the year ended 31 December 2010

 

Retail Banking

£m

Corporate Banking

£m

Markets

£m

Group Infrastructure

£m

Total

£m

Net interest income

396

-

-

-

396

Non-interest income/(expense)

52

-

-

(25)

27

Total trading income/(expense)

448

-

-

(25)

423

Administration expenses

(182)

-

-

-

(182)

Depreciation, amortisation and impairment

(11)

-

-

-

(11)

Total operating expenses excluding provisions and charges

(193)

-

-

-

(193)

Impairment losses on loans and advances

(159)

-

-

-

(159)

Provisions for other liabilities and charges

(1)

-

-

-

(1)

Total operating provisions and charges

(160)

-

-

-

(160)

Trading profit/(loss) before tax

95

-

-

(25)

70

 

The full year trading basis results for the year ended 31 December 2010 comprised £471m net interest income, £60m non-interest income, £217m administration expenses, £13m depreciation and amortisation, £192m impairment losses on loans and advances, £nil provisions for other liabilities and charges, and £109m trading profit before tax.

 

 

2009

Retail

Banking

£m

Corporate Banking

£m

Markets

£m

Group

Infrastructure

£m

Total

£m

Adjustments

£m

 

Group Total

£m

Net interest income

2,746

359

-

236

3,341

71

3,412

Non-interest income

694

332

204

87

1,317

(33)

1,284

Total trading income

3,440

691

204

323

4,658

38

4,696

Administration expenses

(1,422)

(267)

(57)

(46)

(1,792)

(56)

(1,848)

Depreciation, amortisation and impairment

(132)

(17)

(3)

-

(152)

(108)

(260)

Total trading expenses

(1,554)

(284)

(60)

(46)

(1,944)

(164)

(2,108)

Impairment losses on loans and advances

(672)

(73)

-

(57)

(802)

(40)

(842)

Provisions for other liabilities and charges

-

-

-

-

-

(56)

(56)

Trading profit before tax

1,214

334

144

220

1,912

(222)

1,690

Adjust for:

- Reorg.n, customer remediation and other costs

(146)

-

-

(40)

(186)

- Hedging and other variances

(17)

-

-

(19)

(36)

- Capital and other charges

(47)

(34)

-

81

-

Profit before tax

1,004

300

144

242

1,690

Revenue from external customers

5,590

795

204

(1,931)

4,658

Inter-segment revenue

(2,150)

(104)

-

2,254

-

Total trading income

3,440

691

204

323

4,658

Customer assets

165,450

24,617

-

-

190,067

Total assets(1)

169,748

51,773

16,441

47,329

285,291

Customer deposits

119,399

24,491

-

-

143,890

Total liabilities

123,055

47,333

17,689

89,992

278,069

Average number of staff

18,375

2,087

141

118

20,721

(1) Includes customer assets, net of impairment loss allowances.

 

The non-trading adjustments between the trading basis and the statutory basis may be analysed further as follows:

 

 

2009

Net

interest income

£m

Non-

 interest

income

£m

Administration

expenses

£m

Depreciation,

 amortisation and impairment

£m

Impairment losses on loans and advances

£m

Provisions for other liabilities

and charges

£m

Profit

before

tax

£m

Reorg.n, customer remediation and other costs

-

-

(56)

(34)

(40)

(56)

(186)

Depreciation of operating lease assets

-

74

-

(74)

-

-

-

Hedging and other variances

71

(107)

-

-

-

-

(36)

71

(33)

(56)

(108)

(40)

(56)

(222)

 

Revenue by products and services

Details of revenue by product or service are disclosed in Notes 3 to 5.

 

Geographical information

A geographical analysis of total operating income is presented below:

 

Group

2011

£m

2010

£m

2009

£m

United Kingdom

5,124

4,989

4,625

Other

61

45

71

5,185

5,034

4,696

 

A geographical analysis of total assets other than financial instruments, current and deferred tax assets and post-employment benefit assets is presented below:

 

2011

£m

2010

£m

United Kingdom

3,796

3,954

Other

6

6

3,802

3,960

 

3. NET INTEREST INCOME

 

Group

2011

£m

2010

£m

2009

£m

Interest and similar income:

Loans and advances to banks

120

154

155

Loans and advances to customers

7,425

6,799

6,823

Other interest-earning financial assets

73

94

340

Total interest and similar income

7,618

7,047

7,318

Interest expense and similar charges:

Deposits by banks

(168)

(87)

(366)

Deposits by customers

(2,711)

(2,424)

(2,256)

Subordinated debt

(214)

(276)

(281)

Debt securities in issue

(694)

(360)

(905)

Other interest-bearing financial liabilities

(1)

(86)

(98)

Total interest expense and similar charges

(3,788)

(3,233)

(3,906)

Net interest income

3,830

3,814

3,412

 

 

4. NET FEE AND COMMISSION INCOME

 

Group

2011

£m

2010

£m

2009

£m

Fee and commission income:

Retail and corporate products

896

662

674

Insurance products

169

134

158

Asset management

73

106

154

Total fee and commission income

1,138

902

986

Fee and commission expense:

Other fees paid

(220)

(203)

(162)

Total fee and commission expense

(220)

(203)

(162)

Net fee and commission income

918

699

824

 

 

5. NET TRADING AND OTHER INCOME

 

Group

2011

£m

2010

£m

2009

£m

Net trading and funding of other items by the trading book

255

391

187

Income from operating lease assets

68

84

95

Income on assets designated at fair value through profit or loss

530

245

95

Expense on liabilities designated at fair value through profit or loss

(105)

(111)

(117)

(Losses)/gains on derivatives managed with assets/liabilities held at fair value through profit or loss

(458)

(154)

230

Share of profit from associate

1

25

5

Profit/(loss) on sale of available-for-sale assets

-

-

-

Profit on revaluation of associate (See Note 46)

-

87

-

Profit on sale of subsidiary undertakings

-

39

-

Loss on sale of property, plant and equipment and intangible fixed assets

(2)

(2)

-

Hedge ineffectiveness and other

148

(83)

(35)

437

521

460

 

6. ADMINISTRATION EXPENSES

 

Group

2011

£m

2010

£m

2009

£m

Staff costs:

Wages and salaries

608

508

552

Performance-related payments: - cash

111

126

145

- shares

21

15

5

Social security costs

77

65

71

Pensions costs: - defined contribution plans

30

42

20

- defined benefit plans

24

25

55

Other share-based payments

(1)

(3)

5

Bank payroll tax

-

-

15

Other personnel costs

86

57

52

956

835

920

Property, plant and equipment expenses

190

214

227

Information technology expenses

413

337

311

Other administration expenses

436

407

390

1,995

1,793

1,848

 

"Performance-related payments - shares" consist of bonuses paid in the form of shares and awards granted under the Long- Term Incentive Plan, as described in Note 42. Included in "performance-related payments - shares" is £9m (2010: £8m, 2009: £5m) which arose from equity-settled share-based payments, none of which related to option-based schemes. "Other share-based payments" consist of options granted under the Employee Sharesave scheme, as described in Note 42, which comprise the Group's cash-settled share-based payments.

Performance-related payments above include amounts related to deferred performance awards as follows:

 

Costs recognised in 2011

Costs expected to be recognised in 2012 or later

Arising from awards in current year

Arising from awards in prior year

Total

Arising from awards in current year

Arising from awards in prior year

Total

£m

£m

£m

£m

£m

£m

Cash

2

1

3

3

1

4

Shares

7

10

17

9

9

18

Total

9

11

20

12

10

22

 

The following table shows the amount of bonus awarded to employees for the performance year 2011, together with the number of beneficiaries for each type of award granted. In the case of deferred cash and share awards, the final amount paid to an employee is influenced by forfeiture provisions and any performance conditions to which these awards are subject. The deferred share award amount is based on the fair value of these awards at the date of grant.

 

Expenses charged

in the year

Expenses deferred to future periods

Total

2011

£m

2010

£m

2011

£m

2010

£m

2011

£m

2010

£m

Cash award - not deferred

108

125

-

-

108

125

- deferred

3

1

4

2

7

3

Shares award - not deferred

4

-

-

-

4

-

- deferred

17

15

18

18

35

33

Total discretionary bonus

132

141

22

20

154

161

 

7. DEPRECIATION, AMORTISATION AND IMPAIRMENT

 

Group

2011

£m

2010

£m

2009

£m

Depreciation of property, plant and equipment

224

220

238

Amortisation and impairment of intangible assets

223

55

22

447

275

260

 

In 2011, amortisation and impairment of intangible assets included £112m and £60m in respect of the impairment of software and goodwill, respectively, as set out in Note 25.

 

 

8. AUDIT AND OTHER SERVICES

 

The fees for audit and other services payable to the Company's auditor, Deloitte LLP, are analysed as follows:

 

Group

2011

£m

2010

£m

2009

£m

Audit fees:

 - Fees payable to the Company's auditor for the audit of the Group's annual accounts

2.1

2.1

2.5

 - Fees payable to the Company's auditor and its associates for the audit of the Company's subsidiaries pursuant to legislation

1.6

1.7

2.3

Total audit fees

3.7

3.8

4.8

Non-audit fees:

Other assurance services

 - Other services pursuant to legislation

0.3

-

0.6

 - Tax compliance services

-

-

-

 - Other assurance

0.8

0.9

0.4

Total other assurance services

1.1

0.9

1.0

Other services

 - Tax services

0.5

0.5

0.7

 - Other services

-

0.1

-

Total other services

0.5

0.6

0.7

Total non-audit fees

1.6

1.5

1.7

 

Other services pursuant to legislation relate to services performed in connection with statutory and regulatory filings of the Company and its associates. Of this category, £0.3m (2010: £nil, 2009: £0.3m) accords with the definition of 'Audit fees' per US Securities and Exchange Commission ('SEC') guidance. The remaining £nil (2010: £nil, 2009: £0.3m) accords with the definition of 'Audit related fees' per that guidance. Other assurance relates to services performed in connection with securitisation and debt issuances which accords with the definition 'Audit related fees' per SEC guidance.

No information technology, internal audit, valuation and actuarial, litigation, recruitment and remuneration or corporate finance services were provided by the external auditor during these years. A framework for ensuring auditor's independence has been adopted which defines unacceptable non-audit assignments, pre-approval of acceptable non-audit assignments and procedures for approval of acceptable non-audit assignments by the Board Audit Committee. Services provided by the Group's external auditor are subject to approval by the Board Audit Committee.

 

 

9. IMPAIRMENT LOSSES AND PROVISIONS

 

 

Group

2011

£m

2010

£m

2009

£m

Impairment losses on loans and advances:

- loans and advances to customers (Note 18)

639

746

828

- loans and advances to banks (Note 17)

-

-

-

- loans and receivables securities (Note 23)

-

-

69

Recoveries of loans and advances (Note 18)

(74)

(34)

(55)

565

712

842

Impairment losses on available-for-sale financial assets (Note 22)

-

-

-

Provisions for other liabilities and charges: (Note 36)

- New and increased allowances

929

131

59

- Provisions released

(12)

(2)

(3)

917

129

56

Total impairment losses and provisions charged to the income statement

1,482

841

898

 

 

10. TAXATION CHARGE

 

Group

2011

£m

2010

£m

2009

£m

Current tax:

UK corporation tax on profit of the year

232

185

124

Adjustments in respect of prior years

(3)

(33)

(117)

Total current tax

229

152

7

Deferred tax:

Origination and reversal of temporary differences

112

377

388

Change in rate of UK corporation tax

21

11

-

Adjustments in respect of prior years

(4)

2

50

Total deferred tax

129

390

438

Tax on profit for the year

358

542

445

 

UK corporation tax is calculated at 26.5% (2010: 28%, 2009: 28%) of the estimated assessable profits for the year. The standard rate of UK corporation tax was reduced from 28% to 26% with effect from 1 April 2011. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

The Finance Act 2011, which provides for a reduction in the main rate of UK corporation tax to 25% effective from 1 April 2012, was enacted on 19 July 2011. As this change in rate was substantively enacted prior to 31 December 2011, it has been reflected in the deferred tax asset at 31 December 2011.The effect of the rate reduction was to increase the corporation tax expense by £21m and to reduce the deferred tax asset by the same amount. The UK Government has also indicated that it intends to enact future reductions in the main rate of UK corporation tax of 1% each year down to 23% by 1 April 2014. These changes in the main rate have not been substantively enacted at the balance sheet date and, therefore, are not included in these financial statements. The estimated financial effect of these changes is insignificant.

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the basic corporation tax rate of the Company as follows:

 

Group

2011

£m

2010

£m

2009

£m

Profit before tax

1,261

2,125

1,690

Tax calculated at a tax rate of 26.5% (2010: 28%, 2009: 28%)

334

595

473

Non taxable gain on sale of subsidiary undertakings

-

(11)

(5)

Non deductible preference dividends paid

8

8

8

Non taxable gain on revaluation of investment in Santander Consumer (UK) plc

-

(24)

-

Non deductible UK Bank Levy

13

-

-

Other non-equalised items

(4)

-

51

Non-taxable dividend income

-

-

(4)

Effect of non-UK profits and losses

(7)

(6)

(8)

Utilisation of capital losses for which credit not previously recognised

-

-

(3)

Effect of change in tax rate on deferred tax provision

21

11

-

Adjustment to prior year provisions

(7)

(31)

(67)

Tax expense

358

542

445

 

The effective tax rate for 2011, based on profit before tax, was 28.4% (2010: 25.5%, 2009: 26.3%). The effective tax rate differed from the UK corporation tax rate of 26.5% (2010: 28%, 2009: 28%) principally because of the reduction in deferred tax asset as a result of the change in the tax rate and the impact of the non deductible UK Bank Levy.

 

In addition to the corporation tax expense charged to profit or loss, tax of £11m (2010: £(8)m, 2009: £172m) has been credited/(charged) in other comprehensive income in the year, as follows:

 

2011

Group

Before tax amount

£m

Total tax

£m

After tax amount

£m

Actuarial losses on retirement benefit obligations

(37)

9

(28)

Movements in available-for-sale financial assets:

- Losses due to changes in fair value

(3)

2

(1)

Other comprehensive income

(40)

11

(29)

 

2010

Group

Before tax amount

£m

Total tax

£m

After tax amount

£m

Actuarial gains on retirement benefit obligations

25

(9)

16

Movements in available-for-sale financial assets:

- Losses due to changes in fair value

(1)

-

(1)

- Gains transferred to profit or loss on sale

(2)

1

(1)

Other comprehensive income

22

(8)

14

 

2009

Group

Before tax amount

£m

Total tax

£m

After tax amount

£m

Actuarial losses on retirement benefit obligations

(606)

170

(436)

Movements in available-for-sale financial assets:

- Losses due to changes in fair value

(6)

1

(5)

- Gains transferred to profit or loss on sale

(2)

1

(1)

Exchange differences on translation of foreign operations

(4)

-

(4)

Other comprehensive income

(618)

172

(446)

 

Further information about deferred tax is presented in Note 27.

 

 

11. PROFIT ON ORDINARY ACTIVITIES AFTER TAX

 

The profit after tax of the Company attributable to the shareholders was £3,153m (2010: £1,391m, 2009: £747m). As permitted by Section 408 of the UK Companies Act 2006, the Company's individual income statement has not been presented in these Consolidated Financial Statements.

 

 

12. CASH AND BALANCES AT CENTRAL BANKS

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Cash in hand

1,024

933

1,016

927

Balances with central banks

24,956

25,569

17,942

20,481

25,980

26,502

18,958

21,408

 

For regulatory purposes, certain minimum cash balances are required to be maintained with the Bank of England. At 31 December 2011, these amounted to £195m (2010: £198m) for the Group and £178m (2010: £185m) for the Company.

Balances with central banks above represent amounts which are held with the Bank of England and the US Federal Reserve as part of the Group's policy of managing liquidity risk and maintaining core liquid assets as required by the UK Financial Services Authority. This is described further in pages 123 to 126 of the Risk Management Report.

 

13. DIVIDENDS

 

Ordinary dividends declared and authorised during the year were as follows:

 

Group

Group

 

 

 

2011

Pence per

share

2010

Pence per

share

2009

Pence per

share

2011

£m

2010

£m

2009

£m

Ordinary shares (equity):

In respect of current year - first interim

1.37

1.29

2.07

425

400

500

In respect of current year - second interim

-

1.21

-

-

375

-

1.37

2.50

2.07

425

775

500

 

In addition, £19m (2010: £19m) of dividends were declared and paid on the £300m fixed/floating rate non-cumulative callable preference shares, £21m (2010: £21m) of dividends were declared and paid on the Step-up Callable Perpetual Reserve Capital Instruments and £17m (2010: £nil) of dividends were declared and paid on the £300m Step-up Callable Perpetual Preferred Securities. In 2010, the £300m Step-up Callable Perpetual Preferred Securities were classified as non-controlling interests.

 

 

14. TRADING ASSETS

 

Group

 

 

2011

£m

2010

£m

Loans and advances to banks - securities purchased under resale agreements

3,056

5,775

- other(1)

3,088

2,506

Loans and advances to customers - securities purchased under resale agreements

6,338

8,652

- other(2)

349

7

Debt securities

8,711

17,821

Equity securities

349

700

21,891

35,461

(1) Comprises short-term loans of £84m (2010: £98m) and cash collateral of £3,004m (2010: £2,408m).

(2) Comprises short-term loans.

 

Debt securities can be analysed by type of issuer as follows:

 

Group

 

 

2011

£m

2010

£m

Issued by public bodies:

- Government securities

2,943

6,630

Issued by other issuers:

- Fixed and floating rate notes(1): Government guaranteed

5,666

10,586

- Fixed and floating rate notes(1): Other

102

315

- Bank and building society certificates of deposit: Other

-

290

8,711

17,821

(1) The FRNs are all AAA rated.

 

Debt securities and equity securities can be analysed by listing status as follows:

 

Group

 

 

2011

£m

2010

£m

Debt securities:

- Listed in the UK

5,904

11,392

- Listed elsewhere

1,165

1,467

- Unlisted

1,642

4,962

8,711

17,821

Equity securities:

- Listed in the UK

335

698

- Listed elsewhere

14

2

349

700

 

The Company has no trading assets (2010: £nil). Included in the above balances are amounts owed to the Group by the ultimate parent undertaking and by fellow subsidiaries of £270m (2010: £12m) and £14m (2010: £14m) respectively.

 

15. DERIVATIVE FINANCIAL INSTRUMENTS

 

Derivatives are financial instruments whose value is derived from the price of one or more underlying items such as equities, equity indices, interest rates, foreign exchange rates, property indices, commodities and credit spreads. Derivatives enable users to manage exposure to credit or market risks. The Group sells derivatives to its customers and uses derivatives to manage its own exposure to credit and market risks.

 

Use of derivatives

 

The Group transacts derivatives for four primary purposes:

 

to create risk management solutions for customers;

to manage the portfolio risks arising from customer business;

to manage and hedge the Group's own risks; and

to generate profits through sales activities.

 

Under IAS 39, all derivatives are classified as "held for trading" (except for derivatives which are designated as effective hedging instruments in accordance with the detailed requirements of IAS 39) even if this is not the purpose of the transaction. The held for trading classification therefore includes two types of derivatives:

 

those used in sales activities; and

those used for risk management purposes but, for various reasons, either the Group does not elect to claim hedge accounting for or they do not meet the qualifying criteria for hedge accounting. These consist of:

non-qualifying hedging derivatives (known as "economic hedges"), whose terms match other on-balance sheet instruments but do not meet the technical criteria for hedge accounting, or which use natural offsets within other on-balance sheet instruments containing the same risk features as part of an integrated approach to risk management, and hence do not require the application of hedge accounting to achieve a reduction in income statement volatility;

derivatives managed in conjunction with financial instruments designated at fair value (known as the "fair value option"). The fair value option is described more fully in the Accounting Policy "Financial assets" and Notes 16 and 32. The Group's business model is primarily structured to maximise use of the fair value option, rather than electing to apply hedge accounting, in order to reduce the administrative burden on the Group associated with complying with the detailed hedge accounting requirements of IAS 39;

derivatives that do not meet the qualifying criteria for hedge accounting, including ineffective hedging derivatives and any components of hedging derivatives that are excluded from assessing hedge effectiveness; and

derivative contracts that represent the closing-out of existing positions through the use of matching deals.

 

The following table summarises the activities undertaken, the related risks associated with such activities and the types of derivatives used in managing such risks. These risks may also be managed using on-balance sheet instruments as part of an integrated approach to risk management.

 

Activity

Risk

Type of derivative

Management of the return on variable rate assets financed by shareholders' funds and net non-interest-bearing liabilities.

Reduced profitability due to falls in interest rates.

Receive fixed interest rate swaps.

Management of the basis between administered rate assets and liabilities and wholesale market rates.

Reduced profitability due to adverse changes in the basis spread.

Basis swaps.

Management of repricing profile of wholesale funding.

Reduced profitability due to adverse movement in wholesale interest rates when large volumes of wholesale funding are repriced.

Forward rate agreements.

Fixed rate lending and investments.

Sensitivity to increases in interest rates.

Pay fixed interest rate swaps.

Fixed rate retail and wholesale funding.

Sensitivity to falls in interest rates.

Receive fixed interest rate swaps.

Equity-linked retail funding.

Sensitivity to increases in equity market indices.

Receive equity swaps.

Management of other net interest income on retail activities.

Sensitivity of income to changes in interest rates.

Interest rate swaps.

Issuance of products with embedded equity options.

Sensitivity to changes in underlying index and index volatility causing option exercise.

Interest rate swaps combined with equity options.

Lending and investments.

 

Sensitivity to weakening credit quality.

Purchase credit default swaps and total return swaps.

Lending and issuance of products with embedded interest rate options.

Sensitivity to changes in underlying rate and rate volatility causing option exercise.

Interest rate swaps plus caps/floors.

Investment in, and issuance of, bonds with put/call features.

Sensitivity to changes in rates causing option exercise.

Interest rate swaps combined with swaptions(1) and other matched options.

(1) A swaption is an option on a swap that gives the holder the right but not the obligation to buy or sell a swap.

 

The Group's derivative activities do not give rise to significant open positions in portfolios of derivatives. Any residual position is managed to ensure that it remains within acceptable risk levels, with matching deals being utilised to achieve this where necessary. When entering into derivative transactions, the Group employs the same credit risk management procedures to assess and approve potential credit exposures that are used for traditional lending.

The hedging classification consists of derivatives that the Group has chosen to designate as in a hedging relationship because they meet the specific criteria in IAS 39.

All derivatives are required to be held at fair value through profit or loss, and shown in the balance sheet as separate totals of assets and liabilities. A description of how the fair values of derivatives are derived is set out in Note 47. This is described in more detail in the accounting policies "Derivative financial instruments" and "Hedge accounting" on pages 176 and 177. Derivative assets and liabilities on different transactions are only set off if the transactions are with the same counterparty, a legal right of set-off or netting exists and the cash flows are intended to be settled on a net basis.

 

Trading derivatives

 

Most of the Group's derivative transactions relate to sales activities and derivative contracts that represent the closing-out of existing positions through the use of matching deals. Sales activities include the structuring and marketing of derivative products to customers to enable them to take, transfer, modify or reduce current or expected risks. Limited positions may be traded actively or be held over a period of time to benefit from expected changes in exchange rates, interest rates, equity prices or other market parameters. Trading includes market-making, positioning and arbitrage activities. Market-making entails quoting bid and offer prices to other market participants for the purpose of generating revenues based on spread and volume; positioning means managing market risk positions in the expectation of benefiting from favourable movements in prices, rates or indices; arbitrage involves identifying and profiting from price differentials between markets and products.

Trading derivatives include interest rate, cross currency, equity, property and other index related swaps, forwards, caps, floors, swaptions, as well as credit default and total return swaps, equity index contracts and exchange traded interest rate futures and options and equity index options.

Corporate Banking deals with commercial customers who wish to enter into derivative contracts. Any market risk arising from such transactions is hedged by Markets. Markets is responsible for implementing Group derivative hedging with the external market together with its own trading activities. For trading activities, its objectives are to gain value by:

 

Marketing derivatives to end users and hedging the resulting exposures efficiently; and

The management of trading exposure reflected on the Group's balance sheet.

 

As mentioned above, other derivatives classified as held for trading include non-qualifying hedging derivatives (economic hedges), ineffective hedging derivatives and any components of hedging derivatives that are excluded from assessing hedge effectiveness, derivatives managed in conjunction with financial instruments designated at fair value and derivative contracts that represent the closing-out of existing positions through the use of matching deals.

 

Hedging derivatives

 

The Group uses derivatives (principally interest rate swaps and cross-currency swaps) for hedging purposes in the management of its own asset and liability portfolios, including fixed-rate lending, fixed-rate asset purchases, medium-term note issues, capital issues, and structural positions. This enables the Group to optimise the overall cost to it of accessing debt capital markets, and to mitigate the market risk which would otherwise arise from structural imbalances in the maturity and other profiles of its assets and liabilities.

The accounting for these derivatives is described in the accounting policy "Hedge accounting" on page 177. Such risks may also be managed using natural offsets within other on-balance sheet instruments as part of an integrated approach to risk management.

Derivative products which are combinations of more basic derivatives (such as swaps with embedded option features), or which have leverage features, may be used in circumstances where the underlying position being hedged contains the same risk features. In such cases, the derivative used will be structured to match the risks of the underlying asset or liability. Exposure to market risk on such contracts is therefore hedged.

 

The fair values of derivative instruments classified as held for trading and hedging purposes are set out in the following tables. The tables show the contract or underlying principal amounts, and positive and negative fair values of derivatives analysed by contract. The contract/notional amounts of derivatives indicate the nominal value of transactions outstanding at the balance sheet date; they do not represent actual exposures. The fair values represent the amount at which a contract could be exchanged in an arm's length transaction, calculated at market rates at the balance sheet date.

As described above, derivatives classified as held for trading in the table below consist of those used in sales and trading activities, and those used for risk management purposes but which, for various reasons, either for which the Group does not elect to claim hedge accounting or which do not meet the qualifying criteria for hedge accounting. Derivatives classified as held for hedging in the table below consist of those that have been designated as in a hedging relationship in accordance with IAS 39.

 

 

2011

 

Derivatives held for trading

Group

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

89,457

1,556

1,077

- Foreign exchange swaps, options and forwards

19,866

155

253

109,323

1,711

1,330

Interest rate contracts:

- Interest rate swaps

475,853

20,625

20,221

- Caps, floors and swaptions(1)

62,907

3,485

3,523

- Futures

32,503

54

41

- Forward rate agreements

78,090

21

31

649,353

24,185

23,816

Equity and credit contracts:

- Equity index swaps and similar products

32,421

1,034

1,369

- Equity index options

43,708

407

1,240

- Credit default swaps and similar products

1,455

45

21

77,584

1,486

2,630

Commodity contracts:

- OTC swaps

542

12

11

542

12

11

Total derivative assets and liabilities held for trading

836,802

27,394

27,787

 

 2011

 

Derivatives held for fair value hedging

Group

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

7,992

1,094

61

Interest rate contracts:

- Interest rate swaps

46,447

2,292

1,332

Total derivative assets and liabilities held for fair value hedging

54,439

3,386

1,393

Total recognised derivative assets and liabilities

891,241

30,780

29,180

 

 2011

 

Derivatives held for trading

Company

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

915

44

33

- Foreign exchange swaps, options and forwards

386

7

6

1,301

51

39

Interest rate contracts:

- Interest rate swaps

59,612

3,952

939

- Caps, floors and swaptions(1)

2,190

21

21

61,802

3,973

960

Equity and credit contracts:

- Equity index swaps and similar products

309

20

208

- Credit default swaps and similar products

62

-

-

371

20

208

Total derivative assets and liabilities held for trading

63,474

4,044

1,207

 

2011

 

Derivatives held for fair value hedging

Company

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

1,496

1,259

-

Interest rate contracts:

- Interest rate swaps

3,398

698

-

Total derivative assets and liabilities held for fair value hedging

4,894

1,957

-

Total recognised derivative assets and liabilities

68,368

6,001

1,207

(1) A swaption is an option on a swap that gives the holder the right but not the obligation to buy or sell a swap.

 

 

2010

 

Derivatives held for trading

Group

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

53,357

2,539

564

- Foreign exchange swaps, options and forwards

17,106

90

384

70,463

2,629

948

Interest rate contracts:

- Interest rate swaps

479,527

14,471

13,671

- Caps, floors and swaptions(1)

69,223

2,682

2,748

- Futures

39,840

3

10

- Forward rate agreements

37,479

8

18

626,069

17,164

16,447

Equity and credit contracts:

- Equity index swaps and similar products

41,482

1,033

2,557

- Equity index options

40,279

741

145

- Credit default swaps and similar products

3,114

384

293

84,875

2,158

2,995

Total derivative assets and liabilities held for trading

781,407

21,951

20,390

 

 2010

 

Derivatives held for fair value hedging

Group

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

6,729

906

108

Interest rate contracts:

- Interest rate swaps

46,081

1,520

1,907

Total derivative assets and liabilities held for fair value hedging

52,810

2,426

2,015

Total recognised derivative assets and liabilities

834,217

24,377

22,405

 

2010

 

Derivatives held for trading

Company

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

876

107

27

- Foreign exchange swaps, options and forwards

324

5

4

1,200

112

31

Interest rate contracts:

- Interest rate swaps

47,416

1,597

846

- Caps, floors and swaptions(1)

1,646

24

24

49,062

1,621

870

Equity and credit contracts:

- Equity index swaps and similar products

363

37

197

- Credit default swaps and similar products

111

-

1

474

37

198

Total derivative assets and liabilities held for trading

50,736

1,770

1,099

 

 

2010

 

Derivatives held for fair value hedging

Company

Contract/notional amount

£m

Fair value assets

£m

Fair value liabilities

£m

Exchange rate contracts:

- Cross-currency swaps

1,823

890

-

Interest rate contracts:

- Interest rate swaps

5,406

334

-

Total derivative assets and liabilities held for fair value hedging

7,229

1,224

-

Total recognised derivative assets and liabilities

57,965

2,994

1,099

(1) A swaption is an option on a swap that gives the holder the right but not the obligation to buy or sell a swap.

 

Included in the above balances are amounts owed to the Group by the ultimate parent undertaking and by fellow subsidiaries of £2,644m (2010: £1,934m) and £66m (2010: £26m) respectively and amounts owed by the Group to the ultimate parent undertaking and to fellow subsidiaries of £2,144m (2010: £1,497m) and £35m (2010: £29m).

Net gains or losses arising from fair value hedges included in net trading and other income

 

Group

2011

£m

2010

£m

2009

£m

Net (losses)/gains:

- on hedging instruments

(1,438)

(13)

647

- on hedged items attributable to hedged risks

1,454

38

(579)

16

25

68

 

The Group hedges its exposures to various risks, including interest rate risk and foreign currency risk, in connection with certain mortgage assets, covered bond issuances, and subordinated and senior debt securities in issue. The gains/(losses) arising on these assets and liabilities are presented in the table above on a combined basis.

In addition, in the ordinary course of business, the Group entered into long-term interest rate hedging contracts with five investment vehicles whose underlying assets comprise debt securities, bank loans and energy and infrastructure financings. Although the vehicles themselves are not externally rated, the counterparty exposure ranks super-senior to the most senior notes issued by the vehicles and these notes are rated AAA or AA. The total mark-to-market exposure at 31 December 2011 was £67m (31 December 2010: £81m). These long-term interest rate hedging contracts are included within derivatives held for fair value hedging - interest rate contracts shown above.

 

 

16. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Loans and advances to banks

-

11

-

55

Loans and advances to customers

4,376

5,468

45

44

Debt securities

629

1,298

-

5,027

5,005

6,777

45

5,126

 

Financial assets are designated at fair value through profit or loss where this results in more relevant information because it significantly reduces a measurement inconsistency that would otherwise arise from measuring the assets or liabilities or recognising gains or losses on them on a different basis, or where the assets are managed and their performance evaluated on a fair value basis, or where a contract contains one or more embedded derivatives which would otherwise require bifurcation and separate recognition as derivatives.

The following assets have been designated at fair value through profit or loss:

 

Loans and advances to banks, which were managed and their performance evaluated on a fair value basis in accordance with a documented investment strategy. Information about them was provided on that basis to the Group's key management personnel.

Loans and advances to customers, representing certain loans secured on residential property to housing associations. Since 2009 the Group's policy has been not to designate similar new loans at fair value through profit or loss. These would otherwise have been measured at amortised cost with the associated derivatives used to economically hedge the risk held for trading and measured at fair value through profit or loss.

Debt securities, representing holdings of asset-backed securities of £379m (2010: £1,046m) and other debt securities of £250m (2010: £252m):

Mortgage-backed securities of £328m (2010: £977m) are managed and their performance evaluated on a fair value basis in accordance with a documented strategy, and information about them is provided on that basis to management.

Other asset-backed securities of £51m (2010: £69m) which, at the date of their acquisition, were managed, and their performance evaluated, on a fair value basis in accordance with a documented investment strategy, and information about them was provided on that basis to management. Almost all of these securities are now managed on an accruals basis, but are not eligible for reclassification under IAS 39. These securities were issued by Banco Santander entities in Spain.

Other debt securities of £250m (2010: £252m) principally representing reversionary UK property securities. The reversionary property securities are managed and their performance evaluated on a fair value basis in accordance with a documented investment strategy. Information about them is provided on that basis to management.

 

Included in the above balances are amounts owed to the Group by the ultimate parent undertaking and by fellow subsidiaries of £nil (2010: £nil) and £51m (2010: £69m) respectively.

The maximum exposure to credit risk on loans and advances designated as held at fair value through profit or loss at the balance sheet date was £4,376m (2010: £5,468m) for the Group and £45m (2010: £99m) for the Company. The maximum exposure was mitigated by a charge over the residential properties in respect of lending to housing associations amounting to £4,735m (2010: £6,026m) for the Group and £47m (2010: £60m) for the Company.

The net loss during the year attributable to changes in credit risk for loans and advances designated at fair value was £26m (2010: net loss of £26m). The cumulative net loss attributable to changes in credit risk for loans and advances designated at fair value at 31 December 2011 was £257m (2010: cumulative net loss of £231m).

 

Debt securities can be analysed by type of issuer as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Bank and building society certificates of deposit

-

-

-

5,015

Other issuers:

 - Mortgage-backed securities

328

859

-

-

 - Other asset-backed securities

51

187

-

-

379

1,046

-

5,015

 Other securities

250

252

-

12

629

1,298

-

5,027

 

 

Debt securities can be analysed by listing status as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Listed in the UK

-

646

-

5,015

Listed elsewhere

58

75

-

-

Unlisted(1)

571

577

-

12

629

1,298

-

5,027

(1) Includes Social Housing.

 

Asset-backed securities can be analysed by the geographical location of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Country

£m

£m

£m

%

£m

£m

£m

%

£m

£m

UK

ABS

-

-

-

-

79

76

76

96

-

-

MBS

187

263

263

141

686

726

726

106

26

22

187

263

263

141

765

802

802

105

26

22

US

MBS

8

9

9

113

9

14

14

156

(4)

6

8

9

9

113

9

14

14

156

(4)

6

Rest of Europe

ABS

80

51

51

64

115

111

111

97

1

35

MBS

35

56

56

160

20

17

17

85

11

-

115

107

107

93

135

128

128

95

12

35

Rest of world

MBS

-

-

-

-

116

102

102

88

-

-

-

-

-

-

116

102

102

88

-

-

Total

310

379

379

122

1,025

1,046

1,046

102

34

63

 

Asset-backed securities can be analysed by the credit rating of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Credit rating

£m

£m

£m

%

£m

£m

£m

%

£m

£m

AAA

ABS

28

16

16

57

114

104

104

91

-

27

MBS

175

247

247

141

685

725

725

106

18

26

203

263

263

130

799

829

829

104

18

53

AA+

ABS

46

30

30

65

80

83

83

104

1

7

MBS

-

-

-

-

146

134

134

92

-

3

46

30

30

65

226

217

217

96

1

10

AA

ABS

3

3

3

100

-

-

-

-

-

-

MBS

46

76

76

165

-

-

-

-

15

-

49

79

79

161

-

-

-

-

15

-

A

ABS

3

2

2

67

-

-

-

-

-

-

3

2

2

67

-

-

-

-

-

-

Below BBB

MBS

9

5

5

56

-

-

-

-

-

-

9

5

5

56

-

-

-

-

-

-

Total

310

379

379

122

1,025

1,046

1,046

102

34

63

 

17. LOANS AND ADVANCES TO BANKS

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Placements with other banks - securities purchased under resale agreements

-

-

-

-

- other(1)

2,405

3,206

1,192

1,118

Amounts due from Banco Santander - securities purchased under resale agreements

2,071

646

-

3

- other

11

-

-

-

Amounts due from Santander UK Group undertakings

-

-

89,524

114,836

4,487

3,852

90,716

115,957

(1) Principally comprises primarily time deposits, cash in the course of collection, cash held with foreign banks and unsettled financial transactions.

 

During the year, no impairment losses were incurred (2010: £nil, 2009: £nil).

 

Loans and advances to banks are repayable as follows:

 

Group

Company

 

Repayable:

2011

£m

2010

£m

2011

£m

2010

£m

On demand

1,467

1,250

5,395

2,680

In not more than 3 months

1,952

1,529

21,178

42,910

In more than 3 months but not more than 1 year

149

53

19,030

21,958

In more than 1 year but not more than 5 years

63

529

30,267

32,921

In more than 5 years

856

491

14,846

15,488

4,487

3,852

90,716

115,957

 

Loans and advances to banks can be analysed by the geographical location of the issuer or counterparty as follows:

 

Group

Country

2011

£m

2010

£m

UK

1,727

1,461

Spain

2,071

646

France

-

727

Rest of Europe

117

24

US

257

970

Rest of world

315

24

Total

4,487

3,852

 

Loans and advances to banks can be analysed by the credit rating of the issuer or counterparty as follows:

 

Group

Credit rating

2011

£m

2010

£m

AAA

235

939

AA

2

1,704

AA-

3,265

36

A+

34

151

A

54

1,007

A-

896

-

BB+

1

2

D

-

13

Total

4,487

3,852

 

 

Financial Statements

 

Notes to the Financial Statementscontinued

 

18. LOANS AND ADVANCES TO CUSTOMERS

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Advances secured on residential properties

166,847

166,073

166,820

166,057

Corporate loans:

- SME

7,455

4,842

3,515

1,199

- Social housing

3,287

1,687

16

87

- Real estate

3,954

3,304

2,436

1,690

- Large Corporates

3,026

2,095

1,608

2,095

- Other

1,430

1,172

912

658

- Legacy portfolios in run-off:

- Aviation

762

918

-

-

- Shipping

944

1,151

-

-

- Other

1,044

1,159

-

-

21,902

16,328

8,487

5,729

Finance leases:

- Consumer finance

1,765

1,556

-

-

- Other corporate

697

602

-

-

- Legacy portfolios in run-off: Other

482

495

-

-

2,944

2,653

-

-

Other secured advances

3,710

3,942

3,146

3,470

Other unsecured loans:

- Overdrafts

762

505

762

505

- UPLs

3,655

4,146

2,902

3,242

- Other loans

2,780

3,083

68

271

7,197

7,734

3,732

4,018

Amounts due from fellow group subsidiaries

32

57

27

46

Amounts due from subsidiaries

-

-

971

1,359

Loans and advances to customers

202,632

196,787

183,183

180,679

Less: impairment loss allowances

(1,563)

(1,655)

(1,211)

(1,456)

Loans and advances to customers, net of impairment loss allowances

201,069

195,132

181,972

179,223

 

Group

Company

 

 Repayable:

2011

£m

2010

£m

2011

£m

2010

£m

On demand

1,170

1,160

1,153

1,172

In no more than 3 months

5,489

4,282

3,634

2,660

In more than 3 months but not more than 1 year

6,424

6,709

4,160

4,802

In more than 1 year but not more than 5 years

32,322

32,056

23,093

23,668

In more than 5 years

157,227

152,580

151,143

148,377

Loans and advances to customers

202,632

196,787

183,183

180,679

Less: impairment loss allowances

(1,563)

(1,655)

(1,211)

(1,456)

Loans and advances to customers, net of impairment loss allowances

201,069

195,132

181,972

179,223

 

Finance lease and hire purchase contract receivables may be analysed as follows:

Group

Company

 

Gross investment:

2011

£m

2010

£m

2011

£m

2010

£m

Within 1 year

1,388

736

-

-

Between 1-5 years

1,814

1,752

-

-

In more than 5 years

624

877

-

-

3,826

3,365

-

-

Less: unearned future finance income

(882)

(712)

-

-

Net investment

2,944

2,653

-

-

 

The net investment in finance leases and hire purchase contracts represents amounts recoverable as follows:

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Within 1 year

1,142

622

-

-

Between 1-5 years

1,436

1,469

-

-

In more than 5 years

366

562

-

-

2,944

2,653

-

-

 

The Group enters into finance leasing arrangements primarily for the financing of motor vehicles and a range of assets to its corporate customers. Included in the carrying value of net investment in finance leases and hire purchase contracts is £47m (2010: £13m) of unguaranteed residual value at the end of the current lease terms, which is expected to be recovered through re-letting or sale. Contingent rent income of £16m (2010: £30m) was earned during the year, which was classified in "Interest and similar income".

 

Finance lease receivable balances are secured over the asset leased. The Group is not permitted to sell or repledge the asset in the absence of default by the lessee. The Directors consider that the carrying amount of the finance lease receivables approximates to their fair value.

Included within loans and advances to customers are advances assigned to bankruptcy remote special purpose entities and Abbey Covered Bonds LLP. These loans provide security to issues of covered bonds and asset or mortgage backed securities made by the Group. See Note 19 for further details.

Loans and advances to customers have the following interest rate structures:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Fixed rate

75,352

75,452

69,418

70,998

Variable rate

127,280

121,335

113,765

109,681

Less: impairment loss allowances

(1,563)

(1,655)

(1,211)

(1,456)

201,069

195,132

181,972

179,223

 

Movement in impairment loss allowances:

Group

2011

Loans secured

on residential

property

£m

 

Corporate

Loans

£m

 

Finance

leases

£m

Other

secured

advances

£m

Other

unsecured

advances

£m

 

 

Total

£m

At 1 January 2011:

- Observed

369

271

2

55

381

1,078

- Incurred but not yet observed

157

125

17

22

256

577

526

396

19

77

637

1,655

Charge/(release) to the income statement:

- Observed

104

178

14

76

407

779

- Incurred but not yet observed

(60)

(18)

13

2

(77)

(140)

44

160

27

78

330

639

Write offs

(92)

(124)

(9)

(48)

(458)

(731)

At 31 December 2011:

- Observed

381

325

6

83

330

1,125

- Incurred but not yet observed

97

107

31

24

179

438

478

432

37

107

509

1,563

 

Group

2010

Loans secured

on residential

property

£m

 

Corporate

Loans

£m

 

Finance

leases

£m

Other

secured

advances

£m

Other

unsecured

advances

£m

 

 

Total

£m

At 1 January 2010:

- Observed

313

185

1

50

341

890

- Incurred but not yet observed

171

172

1

12

53

409

484

357

2

62

394

1,299

Charge/(release) to the income statement:

- Observed

98

154

6

53

488

799

- Incurred but not yet observed

(14)

(47)

(1)

10

(1)

(53)

84

107

5

63

487

746

Write offs

(42)

(68)

(5)

(48)

(448)

(611)

Assumed via transfers of entities under common control

-

-

17

-

204

221

At 31 December 2010:

- Observed

369

271

2

55

381

1,078

- Incurred but not yet observed

157

125

17

22

256

577

526

396

19

77

637

1,655

 

Group

2009

Loans secured

on residential

property

£m

 

Corporate

Loans

£m

 

Finance

leases

£m

Other

secured

advances

£m

Other

unsecured

advances

£m

 

 

Total

£m

At 1 January 2009

- Observed

174

13

-

37

227

451

- Incurred but not yet observed

184

289

1

11

65

550

358

302

1

48

292

1,001

Charge/(release) to the income statement:

- Observed

223

172

5

30

539

969

- Incurred but not yet observed

(13)

(117)

-

1

(12)

(141)

210

55

5

31

527

828

Write offs

(84)

-

(4)

(17)

(425)

(530)

At 31 December 2009:

- Observed

313

185

1

50

341

890

- Incurred but not yet observed

171

172

1

12

53

409

484

357

2

62

394

1,299

 

Company

 

 

 

 

Loans secured on residential

property

£m

Amounts

due from

subsidiaries

£m

Corporate Loans

£m

 

Finance

leases

£m

Other

secured

advances

£m

Other

unsecured

advances

£m

 

 

Total

£m

At 1 January 2011

524

316

140

-

77

399

1,456

Charge/(release) to the income statement

45

(72)

39

-

78

162

252

Write offs

(92)

-

(45)

-

(48)

(312)

(497)

At 31 December 2011

477

244

134

-

107

249

1,211

At 1 January 2010

395

98

-

-

55

351

899

Charge/(release) to the income statement

53

(43)

16

-

63

437

526

Transfer from Alliance & Leicester plc

118

261

146

-

-

46

571

Write offs

(42)

-

(22)

-

(41)

(435)

(540)

At 31 December 2010

524

316

140

-

77

399

1,456

At 1 January 2009

297

113

-

-

42

270

722

Charge/(release) to the income statement

182

(15)

-

-

31

421

619

Write offs

(84)

-

-

-

(18)

(340)

(442)

At 31 December 2009

395

98

-

-

55

351

899

 

Recoveries:

 

Group

Loans secured on residential

property

£m

 

Corporate

Loans

£m

 

Finance

leases

£m

Other

secured

advances

£m

Other

unsecured

advances

£m

 

 

Total

£m

2011

3

2

3

10

56

74

2010

1

12

1

-

20

34

2009

1

23

1

-

30

55

 

 

19. SECURITISATIONS AND COVERED BONDS

 

The Group uses Special Purpose Entities ('SPEs') to securitise some of the mortgage and other loans to customers that it originated. The Group also issues covered bonds, which are guaranteed by a pool of the Group's mortgage loans that it has transferred into Abbey Covered Bonds LLP. The Group issues mortgage-backed securities, other asset-backed securities and covered bonds mainly in order to obtain diverse, low cost funding, but also to be used as collateral for raising funds via third party bilateral secured funding transactions or for creating collateral which could in the future be used for liquidity purposes. The Group has successfully used bilateral secured transactions as an additional form of medium term funding; this has allowed the Group to further diversify its medium term funding investor base. The Group's principal securitisation programmes and covered bond programme, together with the balances of the advances subject to securitisation and the carrying value of the notes in issue at 31 December 2011 and 2010 are listed below. The related notes in issue are set out in Note 33.

Loans and advances to customers include portfolios of residential mortgage loans, and receivables derived from credit agreements with retail customers for the purchases of financed vehicles, which are subject to non-recourse finance arrangements. These loans and receivables have been purchased by, or assigned to, SPEs or Abbey Covered Bonds LLP, and have been funded primarily through the issue of mortgage-backed securities, asset backed securities or covered bonds. No gain or loss has been recognised as a result of these sales. The SPEs and Abbey Covered Bonds LLP are consolidated in the Group financial statements as subsidiaries. The Company and its subsidiaries do not own directly, or indirectly, any of the share capital of any of the SPEs.

 

a) Securitisations

The balances of advances subject to securitisation at 31 December 2011 and 2010 were:

2011

2010

 

 

Gross assets

securitised

£m

Gross assets

securitised

£m

Master Trust Structures:

- Holmes

10,247

13,359

- Fosse

18,717

14,045

- Langton

45,449

41,915

Other securitisation structures:

- Bracken

-

5,948

- Motor

813

-

75,226

75,267

 

(i) Master Trust Structures

The Group makes use of a type of securitisation known as a master trust structure. In this structure, a pool of assets is assigned to a trust company by the asset originator. A funding entity acquires a beneficial interest in the pool of assets held by the trust company with funds borrowed from qualifying SPEs, which at the same time issue asset-backed securities to third-party investors or the Group. The trust company holds the pool of assets on trust for the funding entity and the originator. The originator holds a beneficial interest over the share of the pool of assets not purchased by the funding entity, known as the seller share.

The Company and its subsidiaries are under no obligation to support any losses that may be incurred by the securitisation companies or holders of the securities and do not intend to provide such further support. Holders of the securities are only entitled to obtain payment of principal and interest to the extent that the resources of the securitisation companies are sufficient to support such payments, and the holders of the securities have agreed in writing not to seek recourse in any other form.

The Company and its subsidiaries receive payments from the securitisation companies in respect of fees for administering the loans, and payment of deferred consideration for the sale of the loans. The Company and its subsidiaries have no right or obligation to repurchase any securitised loan, except if certain representations and warranties given by the Company or its subsidiaries at the time of transfer are breached and, in certain cases, if there is a product switch.

 

Holmes

Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Holmes securitisation structure at 31 December 2011 and 2010 were:

2011

2010

 

 

Securitisation company

 

Closing date

of securitisation

Gross assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Gross

 assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Holmes Master Issuer plc - 2007/1

28 March 2007

515

644

-

3,148

4,001

-

Holmes Master Issuer plc - 2007/2

20 June 2007

377

483

-

2,271

2,852

-

Holmes Master Issuer plc - 2010/1

12 November 2010

2,623

2,035

600

2,930

2,339

600

Holmes Master Issuer plc - 2011/1

09 February 2011

2,194

2,070

450

-

-

-

Holmes Master Issuer plc - 2011/2

24 March 2011

250

251

-

-

-

-

Holmes Master Issuer plc - 2011/3

21 September 2011

2,399

2,437

-

-

-

-

Beneficial interest in mortgages held by Holmes Trustees Ltd

1,889

-

-

5,010

-

-

10,247

7,920

1,050

13,359

9,192

600

Less: Held by the Group

(91)

(496)

Total securitisations (See Note 33)

7,829

8,696

 

 

Using a master trust structure, the Company has assigned portfolios of residential mortgages and their related security to Holmes Trustees Limited, a trust company that holds the portfolios of mortgages on trust for the Company and Holmes Funding Limited. Proceeds from notes issued to third party investors or the Group by SPE's under the Holmes master trust structure have been loaned to Holmes Funding Limited, which in turn used the funds to purchase its referred beneficial interests in the portfolio of assets held by Holmes Trustees Limited. As part of a restructure in October 2010 to return the Holmes securitisation structure to a third party issuance programme a £5.7bn existing note redemption reserve fund with Holmes Trustees Limited was created. The existing note redemption reserve fund can in certain circumstances be used to fund any shortfall of principal receipts in relation to the scheduled redemption of the Holmes Master Issuer plc Series 2007-1 and Series 2007-2 notes on an interest payment date.

The minimum value of assets required to be held by Holmes Trustee Limited is a function of the notes in issue under the Holmes master trust structure and the Company's required minimum share. The Holmes securitisation companies have placed cash deposits totalling £0.1bn (2010: £0.3bn), which have been accumulated to finance the redemption of a number of securities issued by the Holmes securitisation companies. The share of Holmes Funding Limited in the trust assets is therefore reduced by this amount.

Holmes Funding Limited has a beneficial interest of £8.4bn (2010: £8.4bn) in the residential mortgage loans held by Holmes Trustees Limited, the remaining share of the beneficial interest in residential mortgage loans held by Holmes Trustees Limited belongs to Santander UK plc, and amounts to £1.9bn (2010: £5.0bn).

In 2011, £5.1bn of mortgage-backed notes were issued from Holmes Master Issuer plc. Mortgage-backed securities totalling £5.1bn equivalent were redeemed during the year.

 

Fosse

Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Fosse securitisation structure at 31 December 2011 and 2010 were:

 

2011

2010

 

 

Securitisation company

 

Closing date

of securitisation

Gross assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Gross

assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Fosse Master Issuer plc

28 November 2006

652

601

-

1,538

1,622

-

Fosse Master Issuer plc

1 August 2007

1,713

1,579

-

1,677

1,768

-

Fosse Master Issuer plc

21 August 2008

218

201

-

230

243

-

Fosse Master Issuer plc

12 March 2010

1,509

1,391

390

1,695

1,406

389

Fosse Master Issuer plc

3 June 2010

1,439

1,326

252

1,576

1,411

251

Fosse Master Issuer plc

27 July 2010

3,810

3,510

502

3,799

3,507

500

Fosse Master Issuer plc

9 September 2010

1,372

1,265

-

1,212

1,282

-

Fosse Master Issuer plc

25 May 2011

4,162

3,835

968

-

-

-

Fosse Master Issuer plc

6 December 2011

1,207

1,113

234

-

-

-

Beneficial interest in mortgages held by Fosse Master Trust Ltd

2,635

-

-

2,318

-

-

18,717

14,821

2,346

14,045

11,239

1,140

Less: Held by the Group

(102)

(171)

Total securitisations (See Note 33)

14,719

11,068

 

Alliance & Leicester plc established the Fosse Master Trust securitisation structure in 2006. Notes were issued by Fosse Master Issuer plc to third party investors and the proceeds loaned to Fosse Funding (No. 1) Limited, which in turn used the funds to purchase beneficial interests in mortgages held by Fosse Trustee Limited. Alliance & Leicester plc's roles in the Fosse transaction were transferred to the Company with effect from 28 May 2010 under a business transfer scheme under Part VII of the Financial Services and Markets Act 2000 as described in Note 45.

Both Fosse Funding (No. 1) Limited and the Company have a beneficial interest in the mortgages held in trust by Fosse Trustee Limited. The minimum value of assets required to be held by Fosse Trustee Limited is a function of the notes in issue under the Fosse master trust structure and the Company's required minimum share.

Fosse Master Issuer plc has cash deposits totalling £350m (2010: £85m), which have been accumulated to finance the redemption of a number of securities issued by Fosse Master Issuer plc. Fosse Funding (No.1) Limited's beneficial interest in the assets held by Fosse Trustee Limited is therefore reduced by this amount.

In 2011, £6.1bn of mortgage-backed notes were issued from Fosse Master Issuer plc. Mortgage-backed notes totalling £1.1bn (2010: £0.6bn) equivalent were redeemed during the year.

 

Langton

Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Langton securitisation structure at 31 December 2011 and 2010 were:

 

2011

2010

 

 

Securitisation company

 

Closing date

of securitisation

Gross assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Gross

 assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Langton Securities (2008-1) plc (1)

25 January 2008

-

-

-

1,166

-

1,191

Langton Securities (2008-2) plc

5 March 2008

-

-

-

1,388

-

1,419

Langton Securities (2008-3) plc

17 June 2008

-

-

-

3,327

-

3,400

Langton Securities (2010-1) plc (1)

1 October 2010

7,726

-

7,928

10,063

-

10,286

Langton Securities (2010-1) plc (2)

12 October 2010

9,895

-

10,153

13,005

-

13,292

Langton Securities (2010-2) plc

12 October 2010

5,591

-

5,737

6,625

-

6,772

Langton Securities (2010-2) plc (2)

28 July 2011

1,661

-

1,704

-

-

-

Langton Securities (2008-1) plc (2)

23 March 2011

15,999

-

16,417

-

-

-

Beneficial interest in mortgages held by Langton Master Trust Ltd

4,577

-

-

6,341

-

-

45,449

-

41,939

41,915

-

36,360

 

Alliance & Leicester plc established the Langton Master Trust securitisation structure on 25 January 2008. Notes were issued by Langton Securities (2008-1) plc, Langton Securities (2008-2) plc and Langton Securities (2008-3) plc to Alliance & Leicester plc, for the purpose of creating collateral to be used for funding and liquidity. Alliance & Leicester plc's roles in the Langton transaction were transferred to the Company with effect from 28 May 2010 under a business transfer scheme under Part VII of the Financial Services and Markets Act 2000 as described in Note 45.

Each entity loaned the proceeds of the Notes issued to Langton Funding (No.1) Limited, which in turn used the funds to purchase a beneficial interest in the mortgages held by Langton Mortgages Trustee Limited.

Both Langton Funding (No. 1) Limited and the Company have a beneficial interest in the mortgages held in trust by Langton Mortgages Trustee Limited. The minimum value of assets required to be held by Langton Mortgages Trustee Limited is a function of the notes in issue under the Langton master trust structure and the Company's required minimum share.

 

The Langton securitisation companies have cash deposits totalling £45m (2010: £49m), which have been accumulated to finance the redemption of a number of securities issued by the Langton securitisation companies. Langton Funding (No.1) Limited's beneficial interest in the assets held by Langton Mortgages Trustee Limited is therefore reduced by this amount.

In 2011, £18.2bn of mortgage-backed notes were issued by Langton Securities (2008-1) plc and Langton Securities (2010-2) plc to the Company for the purpose of creating collateral to be used for funding and liquidity. Mortgage-backed notes totalling £12.3bn (2010: £0.8bn) equivalent were redeemed during the year.

Langton Securities (2008-2) plc ceased trading following the redemption of its mortgage-backed securities and was put into liquidation in December 2011. Langton Securities (2008-3) plc was renamed Langton Securities (2012-1) plc in January 2012.

 

(ii) Other securitisation structures

 

Bracken Securities plc

In October 2007, Alliance & Leicester plc securitised £10,367m of residential mortgage assets to Bracken Securities plc. Notes of £10,367m were issued by Bracken Securities plc to Alliance & Leicester plc, for the purpose of creating collateral to be used for funding and liquidity. Alliance & Leicester plc's roles in the Bracken transaction were transferred to the Company with effect from 28 May 2010 under a business transfer scheme under Part VII of the Financial Services and Markets Act 2000 as described in Note 45.

Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Bracken securitisation structure at 31 December 2011 and 2010 were:

 

2011

2010

 

 

Securitisation company

 

Closing date

of securitisation

Gross assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Gross

assets

securitised

£m

Notes in issue

£m

Issued to Santander UK plc as collateral

£m

Bracken Securities plc

11 October 2007

-

-

-

5,948

-

6,070

 

Bracken Securities plc has cash deposits totalling £nil (2010: £126m).

Mortgage-backed notes totalling £6.1bn (2010: £0.8bn) equivalent were redeemed during the year. Bracken Securities plc ceased trading following the redemption of its mortgage-backed securities and was put into liquidation in December 2011

 

Motor 2011 plc

In April 2011, the Group issued £1.3bn notes through Motor 2011 plc, a pass-through stand-alone vehicle for the securitisation of receivables derived from credit agreements with retail customers for the purchases of financed vehicles.

Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Motor 2011 securitisation structure at 31 December 2011 and 2010 were:

 

2011

2010

 

Securitisation company

 

Closing date

of securitisation

Gross assets

securitised

£m

Notes in issue

£m

Issued to Santander Consumer (UK) plc as collateral

£m

Gross

assets

securitised

£m

Notes in issue

£m

Issued to Santander Consumer (UK) plc as collateral

£m

Motor 2011 plc

21 April 2011

813

268

583

-

-

-

Less: Held by the Group

-

-

Total securitisations (See Note 33)

268

-

 

b) Covered Bonds

The Group also issues covered bonds. In this structure, Abbey National Treasury Services plc (the 'Issuer') issues covered bonds, which are a direct, unsecured and unconditional obligation of the Issuer. The covered bonds benefit from a guarantee from the Company and Abbey Covered Bonds LLP. The Issuer makes a term advance to Abbey Covered Bonds LLP equal to the sterling proceeds of each issue of covered bonds. Abbey Covered Bonds LLP uses the proceeds of the term advance to purchase portfolios of residential mortgage loans and their security from the Company. Under the terms of the guarantee, Abbey Covered Bonds LLP has agreed to pay an amount equal to the guaranteed amounts when the same shall become due for payment but which would otherwise be unpaid by the Issuer or the Company.

Outstanding balances of loans and advances assigned to the covered bond programme at 31 December 2011 and 2010 were:

 

2011

2010

 

 

Gross assets

assigned

£m

Notes in issue

£m

Gross assets

assigned

£m

Notes in issue

£m

Euro 35bn Global Covered Bond Programme (increased during the year from euro 25bn)

25,081

18,191

23,440

15,606

Less: Held by the Group

-

(5,015)

Total Covered Bonds (See Note 33)

18,191

10,591

 

For further information on the euro 35bn Global Covered Bond Programme, see Note 33.

 

20. SPECIAL PURPOSE ENTITIES

 

Special Purpose Entities are formed by the Group to accomplish specific and well-defined objectives. The Group consolidates these SPEs when the substance of the relationship indicates control, as described in Note 1.

 

Consolidated special purpose entities

 

In addition to the SPEs disclosed in Note 19 which are used for securitisation and covered bond programmes, the only other SPEs sponsored and consolidated by the Group are described below. All the external assets in these entities are included in the relevant Notes in these Consolidated Financial Statements.

 

a) Guaranteed Investment Products 1 PCC

Guaranteed Investment Products 1 PCC Limited is a Guernsey-incorporated, closed-ended, protected cell company. The objective of each cell is to achieve capital growth. In order to achieve the investment objective, Guaranteed Investment Products 1 PCC Limited, on behalf of the respective cells, has entered into transactions with the Group. Santander Guarantee Company, a Group company, also guarantees the shareholders of cells a fixed return on their investment and/or the investment amount. Guaranteed Investment Products 1 PCC Limited has no third party assets.

 

b) Marylebone Road 3 CBO B.V.

Marylebone Road 3 CBO B.V. was established with the specific purpose of housing Collateralised Bond Obligation structures under which the Group raises funds, and transfers credit risk to third parties. This entity issues credit linked notes to third parties and issues repos and credit default swaps to other Group companies. Marylebone Road 3 CBO B.V. has no third party assets.

 

c) Santander UK Foundation Limited

Santander UK Foundation Limited supports disadvantaged people throughout the UK through the following three charitable priorities: education, financial capability and community regeneration.

 

d) Abbey National Pension (Escrow Services) Limited

Abbey National Pension (Escrow Services) Limited is an investment company, holding investments to collateralise certain obligations of Santander UK plc in terms of agreed future funding of pension schemes.

 

e) Trust Preferred entities

Abbey National Capital Trust I and Abbey National Capital LP I are 100%-owned finance subsidiaries of the Company. These entities issue debt to third parties and lend the funds on to other Group companies. The Trust Preferred entities have no third party assets. Further information about these entities is set out in Note 34.

 

The total consolidated assets held by SPEs by balance sheet classification are set out in the table below:

 

Group

Group

2011

2010

Santander UK Foundation

£m

Abbey National Pension

£m

Total

£m

Santander UK Foundation

£m

Abbey National Pension

£m

Total

£m

Loans and advances to banks

-

-

-

-

2

2

Available for sale securities

11

-

11

11

125

136

Other assets

-

-

-

-

1

1

Total assets

11

-

11

11

128

139

 

Off balance sheet special purpose entities

 

The only SPEs sponsored but not consolidated by the Group are SPEs which issue shares that back retail structured products. At 31 December 2011, the total value of products issued by these SPEs was £36m (2010: £111m). The Group's arrangements with these entities comprise the provision of equity derivatives and a secondary market-making service to those retail customers who wish to exit early from these products.

The maximum exposure to the SPEs sponsored but not consolidated by the Group is set out below:

 

Group

2011

£m

2010

£m

Trading assets (Repurchases held by the Group)

17

39

 

21. TRANSFERS OF FINANCIAL ASSETS NOT QUALIFYING FOR DERECOGNITION

 

The Group enters into transactions in the normal course of business by which it transfers recognised financial assets directly to third parties or to SPEs. These transfers may give rise to the full or partial derecognition of the financial assets concerned.

 

 >

Full derecognition occurs when the Group transfers its contractual right to receive cash flows from the financial assets, or retains the right but assumes an obligation to pass on the cash flows from the asset, and transfers substantially all the risks and rewards of ownership. The risks include credit, interest rate, currency, prepayment and other price risks.

 >

Partial derecognition occurs when the Group sells or otherwise transfers financial assets in such a way that some but not substantially all of the risks and rewards of ownership are transferred but control is retained. These financial assets are recognised on the balance sheet to the extent of the Group's continuing involvement.

 

Financial assets that do not qualify for derecognition consist of (i) securities held by counterparties as collateral under repurchase agreements, (ii) securities lent under securities lending agreements, and (iii) loans that have been securitised under arrangements by which the Group retains a continuing involvement in such transferred assets. The following table analyses the carrying amount of financial assets that did not qualify for derecognition and their associated financial liabilities:

 

Group

2011

£m

2011

£m

2010

£m

2010

£m

Nature of transaction

Carrying amount of transferred assets

Carrying amount of associated liabilities

Carrying amount of transferred assets

Carrying amount of associated liabilities

Sale and repurchase agreements (See Note 41)

3,678

3,905

8,092

9,018

Securities lending agreements

2,913

2,964

4,293

5,007

Securitisations (See Notes 19 and 33)

75,226

22,816

75,267

19,764

81,817

29,685

87,652

33,789

 

 

22. AVAILABLE-FOR-SALE SECURITIES

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Debt securities

-

125

-

-

Equity securities

46

50

34

38

46

175

34

38

 

Debt securities and equity securities can be analysed by listing status as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Debt securities:

- Listed in the UK

-

125

-

-

-

125

-

-

Equity securities:

- Listed in the UK

11

12

-

-

- Listed elsewhere

25

14

25

14

- Unlisted

10

24

9

24

46

50

34

38

 

Debt securities at 31 December 2010 by contractual maturity and the related yield:

 

2010

On

demand

£m

In not more than 3

months

£m

In more than 3 months but not more than 1 year

£m

In more than 1

year but not more than 5 years

£m

In more than five years but not more than ten years

£m

In more than ten years

£m

Total

£m

Issued by public bodies:

- UK Government

-

-

125

-

-

-

125

Weighted average yield for year %

-

-

0.57

-

-

-

0.57

 

The movement in available-for-sale securities can be summarised as follows:

 

 

 

Group

£m

Company

£m

At 1 January 2011

175

38

Redemptions and maturities

(126)

(2)

Movement in fair value

(3)

(2)

At 31 December 2011

46

34

 

 

 

Group

£m

Company

£m

At 1 January 2010

797

30

Additions

1,225

-

Transfer from Alliance & Leicester plc

-

8

Redemptions and maturities

(1,846)

-

Movement in fair value

(1)

-

At 31 December 2010

175

38

 

 

 

Group

£m

Company

£m

At 1 January 2009

2,663

25

Additions

1,133

8

Redemptions and maturities

(3,001)

(3)

Amortisation of discount

8

-

Movement in fair value

(6)

-

At 31 December 2009

797

30

 

 

23. LOAN AND RECEIVABLE SECURITIES

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Floating rate notes

521

1,652

521

1,652

Asset-backed securities

1,142

1,778

4,454

3,546

Collateralised debt obligations

3

37

3

37

Collateralised loan obligations

90

112

90

112

Other(1)

21

37

140

37

Loan and receivable securities

1,777

3,616

5,208

5,384

Less: Impairment allowances

(6)

(6)

(6)

(6)

Loan and receivable securities, net of impairment allowances

1,771

3,610

5,202

5,378

(1) Comprises £21m principal protected notes (2010: £37m).

 

These assets were acquired as part of the transfer of Alliance & Leicester plc to the Group in 2008 and as part of an alignment of portfolios across the Banco Santander, S.A. group in 2010 and are being run down. Detailed analysis of these securities is set out below.

Included in the above balances are amounts owed to the Group by the ultimate parent undertaking and by fellow subsidiaries of £nil (2010: £nil) and £109m (2010: £167m) respectively.

 

Movement in impairment allowances:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

At 1 January

6

6

6

-

Transfer from Alliance & Leicester plc

-

-

-

6

At 31 December

6

6

6

6

 

Floating rate notes

Floating rate notes can be analysed by the geographic location of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Country

£m

£m

£m

%

£m

£m

£m

%

£m

£m

UK

37

37

27

73

208

202

190

91

1

5

Italy

80

80

71

89

141

139

134

95

1

3

Spain

256

255

247

96

584

579

561

96

4

10

Rest of Europe

123

115

101

82

432

416

400

93

3

10

US

30

28

26

87

139

131

125

90

1

3

Rest of world

-

-

-

-

180

179

179

99

-

4

Total

526

515

472

90

1,684

1,646

1,589

94

10

35

 

Floating rate notes can be analysed by the credit rating of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Credit rating

£m

£m

£m

%

£m

£m

£m

%

£m

£m

AA

165

165

159

96

540

535

526

97

4

11

A

273

270

252

92

810

797

770

95

5

18

BBB

75

73

61

81

302

295

277

92

1

5

Below BBB

13

7

-

-

32

19

16

50

-

1

Total

526

515

472

90

1,684

1,646

1,589

94

10

35

 

Asset-Backed Securities

Asset-backed securities can be analysed by the geographic location of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Country

£m

£m

£m

%

£m

£m

£m

%

£m

£m

UK

ABS

74

74

74

100

139

150

150

108

-

1

MBS

223

211

169

76

255

227

184

72

3

12

297

285

243

82

394

377

334

85

3

13

US

ABS

330

304

273

83

520

474

439

84

3

3

MBS

49

41

33

67

218

167

111

51

1

1

379

345

306

81

738

641

550

75

4

4

Rest of Europe

ABS

112

112

99

88

137

134

122

89

1

1

MBS

377

364

305

81

557

537

459

82

10

5

489

476

404

83

694

671

581

84

11

6

Rest of world

ABS

17

15

15

88

43

35

35

81

4

-

MBS

22

21

18

82

55

54

51

93

1

3

39

36

33

85

98

89

86

88

5

3

Total

1,204

1,142

986

82

1,924

1,778

1,551

81

23

26

 

Asset-backed securities can be analysed by the credit rating of the issuer or counterparty as follows:

 

31 December 2011

31 December 2010

Income statement

Nominal value

Book value

Fair

value

Fair value as

% of nominal

Nominal value

Book value

Fair

value

Fair value as

% of nominal

2011

2010

Credit rating

£m

£m

£m

%

£m

£m

£m

%

£m

£m

AAA

ABS

367

346

305

83

628

585

548

87

6

5

MBS

416

396

324

78

648

602

520

80

9

18

783

742

629

80

1,276

1,187

1,068

84

15

23

AA+

ABS

-

-

-

-

28

23

23

82

-

-

MBS

102

97

94

92

88

84

80

91

3

-

102

97

94

92

116

107

103

89

3

-

AA

ABS

9

8

5

56

12

10

7

58

-

-

MBS

109

103

75

69

133

120

93

70

1

1

118

111

80

68

145

130

100

69

1

1

A

ABS

88

86

86

98

79

86

84

106

2

-

MBS

35

31

27

77

47

40

30

64

-

-

123

117

113

92

126

126

114

90

2

-

BBB

ABS

-

-

-

-

19

17

15

79

-

-

MBS

6

5

4

67

20

15

12

60

-

2

6

5

4

67

39

32

27

69

-

2

Below BBB

ABS

69

65

65

94

74

72

71

96

1

-

MBS

3

5

1

33

148

124

68

46

1

-

72

70

66

92

222

196

139

63

2

-

Total

1,204

1,142

986

82

1,924

1,778

1,551

81

23

26

 

Asset-backed securities above include the following: 

ALT-A US asset-backed securities - securities with book values of £22m (31 December 2010: £111m) and fair values of £16m (31 December 2010: £75m).

Monoline insurer exposures - The Group has a £73m (31 December 2010: £99m) exposure to corporate bonds and securitisations which are wrapped by monoline insurers. The principal risk exposures are recorded against the securitisations, with the monoline wraps being viewed as contingent exposures.

 

Collateralised Debt Obligations ('CDOs')

The Group acquired a portfolio of CDOs as part of the acquisition of Alliance & Leicester plc in 2008. This portfolio is being run down. At 31 December 2011, the Group had an exposure to CDOs of only £3m.

 

Collateralised Loan Obligations ('CLOs')

The Group acquired a portfolio of CLOs as part of the acquisition of Alliance & Leicester plc in 2008. This portfolio is being run down. At 31 December 2011, the Group had an exposure to CLOs with a nominal value of £99m (2010: £127m), a book value of £90m (2010: £112m) and a fair value of £72m (2010: £94m). In 2011, impairment losses of £nil (2010: nil) were recognised in the income statement. The geographical locations of the issuer or counterparty of the CLO exposures are the UK, the rest of Europe and the US. 51% of the nominal values are rated BBB (2010: 47%) with 2% rated AAA (2010: 2%), 25% rated AA (2010: 21%, 20% rated A (2010: 28%) and 2% related below BBB (2010: 2%).

 

 

24. INVESTMENT IN SUBSIDIARY UNDERTAKINGS

 

Investments in subsidiaries are held at cost subject to impairment. The movement in investments in subsidiaries was as follows:

 

Company

 

 

Cost

£m

Impairment

£m

Net book value

£m

At 1 January 2011

7,234

(365)

6,869

Additions

198

-

198

Disposals

(72)

-

(72)

At 31 December 2011

7,360

(365)

6,995

 

Company

 

 

Cost

£m

Impairment

£m

Net book value

£m

At 1 January 2010

7,343

(305)

7,038

Additions

1,826

(7)

1,819

Reduction in investment in A&L plc as a result of FSMA transfer (See Note 45)

(1,159)

(57)

(1,216)

Disposals /repayment of investment

(776)

4

(772)

At 31 December 2010

7,234

(365)

6,869

 

In 2011, additions and disposals represented changes in the capital invested in certain subsidiaries as a result of an internal reorganisation within the Group.

In October and November 2010, in order to bring certain interests of Banco Santander, S.A. in the UK under the corporate structure of the Group in furtherance of the Group's objective to become a full-service commercial bank, Banco Santander, S.A. transferred all of its shares in Santander Cards Limited, Santander Cards (UK) Limited, Santander Consumer (UK) plc (of which the Group already held 49.9%) and Santander PB UK (Holdings) Limited (and its subsidiaries) (of which the Group already held 51% of its subsidiary Santander Private Banking UK Limited) to the Company in exchange for £1,451m, as described in Note 46. The cost of the Company's original investment in 49.9% of Santander Consumer (UK) plc of £75m was also reclassified.

On 28 April 2010, the Company injected £300m of equity capital into Alliance & Leicester plc. On 28 May 2010, Alliance & Leicester plc transferred its business and certain associated liabilities to the Company pursuant to a court-approved business transfer scheme under Part VII of the Financial Services and Markets Act ('FSMA') 2000, as described in Note 45.

On 10 March 2010, Santander Private Banking UK Limited completed the disposal of James Hay Holdings Limited, together with its five subsidiary companies, by the sale of 100% of James Hay Holdings Limited's shares to IFG UK Holdings Limited, a subsidiary of IFG Group plc for a cash consideration of approximately £39m. The IFG Group provides independent financial advisory, fund management and pension administration services in Ireland, the UK and internationally.

The principal subsidiaries of the Company that comprise related undertakings under the UK Companies Act 2006 (and so exclude certain securitisation companies) at 31 December 2011 are shown below. The Directors consider that to give full particulars of all subsidiary undertakings would lead to a statement of excessive length. In accordance with Section 410(2) of the UK Companies Act 2006, the following information relates to those subsidiary undertakings whose results or financial position, in the opinion of the Directors, principally affect the results of the Group. Full particulars of all subsidiary undertakings will be annexed to the Company's next annual return in accordance with Section 410(3)(b) of the UK Companies Act 2006.

 

 Principal subsidiary

Nature of business

% Interest held

Country of incorporation or registration

Abbey National International Limited

Personal finance

100

Jersey

Abbey National North America LLC*

Commercial paper issue

100

United States

Abbey National Treasury Services plc

Treasury operations

100

England & Wales

Alliance & Leicester International Limited*

Offshore deposit taking

100

Isle of Man

Cater Allen Limited*

Bank, deposit taker

100

England & Wales

* Held indirectly through subsidiary companies.

 

All the above companies are included in the Consolidated Financial Statements. The Company holds directly or indirectly 100% of the issued ordinary share capital of its principal subsidiaries. All companies operate principally in their country of incorporation or registration. Abbey National Treasury Services plc also has a branch office in the US and the Cayman Islands. The Company has a branch in the Isle of Man. The ability of Alliance & Leicester International Limited to pay dividends to the Company is restricted by regulatory capital requirements. Abbey National International Limited had a branch in the Isle of Man, which was closed on 1 April 2010.

 

 

25. INTANGIBLE ASSETS

 

a) Goodwill

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Cost

At 1 January

1,916

1,285

1,194

419

Transfer from Alliance & Leicester plc

-

-

-

774

Acquisitions

-

631

-

1

At 31 December

1,916

1,916

1,194

1,194

Accumulated impairment

At 1 January

22

22

-

-

Impairment charge

60

-

-

-

At 31 December

82

22

-

-

Net book value

1,834

1,894

1,194

1,194

 

In October 2010, the Group acquired Santander Cards Limited and Santander Cards (UK) Limited (and its subsidiaries), which conduct Santander's provision of store cards to retailers, credit cards and related financial products and other unsecured consumer finance products in the UK, and Santander Cards Ireland Limited, which conducts Santander's provision of credit card finance by way of credit cards and store cards in the Republic of Ireland. The acquisition price was £1,091m as described in Note 46. In connection with the acquisition, goodwill of £456m was recognised, which is attributable to the anticipated increase in revenues arising from a strengthened market position and greater critical mass, and the anticipated future operating cost synergies arising from the elimination of duplicated back office and support functions.

 

In November 2010, the Group acquired Santander Consumer (UK) plc (of which the Group already held 49.9%), which carries on Santander's provision of finance facilities and the contract purchase of motor vehicles and equipment in the UK and also provides wholesale funding facilities to preferential dealers in the UK. The acquisition price was £185m as described in Note 46. In connection with the acquisition, goodwill of £88m was recognised, which is attributable to the anticipated increase in revenues arising from a strengthened market position and greater critical mass, and the anticipated future operating cost synergies arising from the elimination of duplicated back office and support functions. Additional goodwill of £87m was recognised on the revaluation of the Group's existing holding of 49.9%.

 

Impairment of goodwill

During the year there was a £60m impairment of goodwill (2010: £nil, 2009: £nil). The impairment arose in respect of goodwill related to Cater Allen Private Bank as a result of a reassessment of the value of certain parts of the business in light of recent market conditions and regulatory developments.

Impairment testing in respect of goodwill allocated to each cash-generating unit is performed annually or more frequently if there are impairment indicators present. For the purpose of impairment testing, the cash-generating units are based on customer groups within the relevant business divisions.

The cash flow projections for each cash-generating unit are based on plans approved by the Company's Board. The assumptions included in the expected future cash flows for each cash-generating unit take into consideration the UK economic environment and financial outlook within which the cash-generating unit operates. Key assumptions include projected GDP growth rates, the level of interest rates and the level and change in unemployment rates in the UK. The discount rate used to discount the cash flows is based on a pre-tax rate that reflects the weighted average cost of capital ('WACC') allocated by the Group to investments in the business division within which the cash-generating unit operates. The growth rate used reflects management's five-year forecasts, with a terminal growth rate of 2% applied thereafter, in line with the estimated long-term average UK GDP growth rate.

 

Except as set out below, based on the conditions at the balance sheet date, management determined that a reasonably possible change in any of the key assumptions described above would not cause an impairment to be recognised in respect of goodwill arising on the Group's business combinations. However, a reasonably possible change in the key assumptions at 31 December 2011 would reduce or increase the recoverable amount of goodwill related to Cater Allen Private Bank by £10m.

The following cash-generating units include in their carrying values goodwill that comprises the goodwill reported by the Group. The cash-generating units do not carry on their balance sheets any other intangible assets with indefinite useful lives.

 

2011

 

Business Division

 

Cash-Generating Unit

Goodwill

£m

 

Basis of valuation

Key

assumptions

Discount

rate

Growth

rate(1)

Retail Banking

Personal financial services

1,169

Value in use: cash flow

5 year plan

11.2%

1%

Retail Banking

Santander Cards

456

Value in use: cash flow

5 year plan

11.2%

38%

Retail Banking

Santander Consumer

175

Value in use: cash flow

5 year plan

11.2%

5%

Retail Banking

Cater Allen Private Bank

30

Value in use: cash flow

5 year plan

11.2%

2%

Retail Banking

Other

4

Value in use: cash flow

5 year plan

11.2%

2%

1,834

(1) For five years, with a terminal growth rate of 2% applied thereafter.

 

2010

 

Business Division

 

Cash-Generating Unit

Goodwill

£m

 

Basis of valuation

Key

assumptions

Discount

rate

Growth

rate(1)

Retail Banking

Personal financial services

1,169

Value in use: cash flow

3 year plan

11.6%

10%

Retail Banking

Santander Cards

456

Value in use: cash flow

3 year plan

11.6%

10%

Retail Banking

Santander Consumer

175

Value in use: cash flow

3 year plan

11.6%

10%

Retail Banking

Cater Allen Private Bank

90

Value in use: cash flow

3 year plan

11.6%

10%

Retail Banking

Other

4

Value in use: cash flow

3 year plan

11.6%

10%

1,894

(1) For three years, with a terminal growth rate of nil applied thereafter.

 

In 2011, the Group updated its models and based its calculations on the cash flow projections in its 5 Year Plan, consistent with the period for which management is required to prepare detailed plans for UK regulatory purposes, rather than a 3 Year Plan as used in previous years. In 2011, the discount rate decreased by 0.4 percentage points to 11.2% (2010: 11.6%). The decrease reflected changes in current market and economic conditions. In 2011, the change in growth rates reflected the revised strategic objectives for the Group set in the second half of the year in the context of forecast economic conditions.

 

b) Other intangibles

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Cost

At 1 January

368

212

320

151

Additions

192

114

202

82

Acquired through business combinations

-

45

-

-

Transferred from Alliance & Leicester plc

-

-

-

87

Disposals

(10)

(3)

(7)

-

At 31 December

550

368

515

320

Accumulated amortisation / impairment

At 1 January

84

29

107

18

Transferred from Alliance & Leicester plc

-

-

-

41

Impairment

112

-

112

-

Disposals

(5)

-

(4)

-

Charge for the year

51

55

36

48

At 31 December

242

84

251

107

Net book value

308

284

264

213

 

Other intangible assets of the Group and the Company consist of computer software, and marketing rights acquired by the Group during 2010 as described below. The marketing rights had a cost of £16m. Accumulated amortisation at the start of the year was £1m and amortisation of £4m (2010: £1m) was charged in the year, giving a net book value of £11m (2010: £15m) at the year end.

In connection with the acquisition of the Perimeter companies in October and November 2010, respectively, as described in Note 46, intangible assets in respect of marketing rights and computer software were identified. The value of the marketing rights was £16m and of the computer software was £29m, which were separately recognised. No other intangible assets were identified, including any relating to brands, customer lists, key employees, patents or intellectual property rights.

In 2011, an impairment loss charge of £112m was recognised in respect of software as a result of a reduction in the related expected future economic benefits.

 

 

26. PROPERTY, PLANT AND EQUIPMENT

 

Group

 

 

 

 

Property

£m

Office fixtures

and equipment

£m

Computer

software

£m

Operating lease assets

£m

 

Total

£m

Cost:

At 1 January 2011

1,012

698

400

252

2,362

Additions

55

86

-

64

205

Disposals

(15)

(14)

(10)

(133)

(172)

At 31 December 2011

1,052

770

390

183

2,395

Accumulated depreciation:

At 1 January 2011

71

350

219

17

657

Charge for the year

35

90

45

54

224

Disposals

(11)

(14)

(4)

(53)

(82)

At 31 December 2011

95

426

260

18

799

Net book value

957

344

130

165

1,596

 

Group

 

 

 

 

Property

£m

Office fixtures

and equipment

£m

Computer

software

£m

Operating lease assets

£m

 

Total

£m

Cost:

At 1 January 2010

471

639

387

328

1,825

Acquired through business combinations

-

6

1

-

7

Disposed of through disposal of business

(3)

(1)

-

-

(4)

Additions

556

159

12

32

759

Disposals

(12)

(105)

-

(108)

(225)

At 31 December 2010

1,012

698

400

252

2,362

Accumulated depreciation:

At 1 January 2010

51

342

166

16

575

Disposed of through disposal of business

(2)

(1)

-

-

(3)

Charge for the year

24

78

53

65

220

Disposals

(2)

(69)

-

(64)

(135)

At 31 December 2010

71

350

219

17

657

Net book value

941

348

181

235

1,705

 

 

Company

 

 

 

 

Property

£m

Office fixtures

and equipment

£m

Computer

software

£m

 

Total

£m

Cost:

At 1 January 2011

916

838

322

2,076

Additions

44

94

-

138

Disposals

(8)

(12)

-

(20)

At 31 December 2011

952

920

322

2,194

Accumulated depreciation:

At 1 January 2011

215

510

147

872

Charge for the year

30

84

45

159

Disposals

(8)

(11)

-

(19)

At 31 December 2011

237

583

192

1,012

Net book value

715

337

130

1,182

 

Company

 

 

 

 

Property

£m

Office fixtures

and equipment

£m

Computer

software

£m

 

Total

£m

Cost:

At 1 January 2010

123

597

315

1,035

Transfer from Alliance & Leicester plc

256

201

-

457

Additions

549

145

7

701

Disposals

(12)

(105)

-

(117)

At 31 December 2010

916

838

322

2,076

Accumulated depreciation:

At 1 January 2010

30

349

95

474

Transfer from Alliance & Leicester plc

170

160

-

330

Charge for the year

17

68

52

137

Disposals

(2)

(67)

-

(69)

At 31 December 2010

215

510

147

872

Net book value

701

328

175

1,204

 

In October 2000, the Company entered into a sale and leaseback of substantially all of its freehold and leasehold properties. The resulting leases of the properties to the Company were accounted for as operating leases. On 1 October 2010, the Company completed a buy-back of certain of these properties for a total consideration of £526m.

At 31 December 2011, capital expenditure contracted, but not provided for was £nil (2010: £nil) in respect of property, plant and equipment. Of the carrying value at the balance sheet date, £176m (2010: £154m) related to assets under construction.

 

Operating lease assets

The Group's operating lease assets consist of motor vehicles and other assets leased to its corporate customers. The Company has no operating lease assets. Future minimum lease receipts under non-cancellable operating leases are due over the following periods:

 

Group

 

 

2011

£m

2010

£m

In no more than 1 year

36

49

In more than 1 year but no more than 5 years

57

77

In more than 5 years

1

9

94

135

 

No contingent rent income (2010: £nil) for the Group was recognised in the year.

 

 

27. DEFERRED TAX

 

Deferred taxes are calculated on temporary differences under the liability method using the tax rates expected to apply when the liability is settled or the asset is realised. The movement on the deferred tax account was as follows:

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

At 1 January

357

610

379

428

Income statement charge

(129)

(390)

(113)

(272)

(Charged)/credited to other comprehensive income:

- retirement benefit obligations

9

(9)

9

(20)

- available-for-sale financial assets

2

-

2

-

11

(9)

11

(20)

Acquired through business combinations

-

50

(2)

-

Transfer of Alliance & Leicester plc

-

-

-

243

Disposal of subsidiary undertaking

18

96

-

-

At 31 December

257

357

275

379

 

Deferred tax assets and liabilities are attributable to the following items:

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Deferred tax liabilities

Pensions and other post retirement benefits

(5)

-

(5)

-

Accelerated tax depreciation

(97)

(122)

-

-

Other temporary differences

(60)

(87)

-

-

(162)

(209)

(5)

-

Deferred tax assets

Pensions and other post retirement benefits

-

50

-

49

Accelerated book depreciation

93

137

39

48

IAS 32 and IAS 39 transitional adjustments

73

91

38

48

Impairment loss allowances and other provisions

-

12

-

-

Other temporary differences

97

30

47

(12)

Tax losses carried forward

156

246

156

246

419

566

280

379

 

Deferred tax balances are presented in the balance sheet after offsetting assets and liabilities where the Group and Company has the legal right to off set and intends to settle on a net basis, as follows:

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Deferred tax assets

419

566

280

379

Deferred tax liabilities

(162)

(209)

(5)

-

Net deferred tax asset

257

357

275

379

 

The deferred tax assets scheduled above have been recognised in both the Company and the Group on the basis that sufficient future taxable profits are forecast within the foreseeable future, in excess of the profits arising from the reversal of existing taxable temporary differences, to allow for the utilisation of the assets as they reverse. Based on the conditions at the balance sheet date, management determined that a reasonably possible change in any of the key assumptions underlying the estimated future taxable profits in the Group's 3 Year plan would not cause a reduction in the deferred tax assets recognised.

The Group and Company recognise deferred tax assets in respect of trading losses relating to the former Alliance & Leicester plc business which was transferred to Santander UK plc in May 2010 under Part VII of the Financial Services and Markets Act 2010. HM Revenue & Customs confirmed in 2010 that the availability of losses was unaffected by the transfer. Under current UK tax legislation, the tax losses do not time expire and the benefit of the tax losses carried forward may only be realised by the utilisation against the future taxable profits of the former Alliance & Leicester plc business. The tax losses will be utilised as soon as practical taking into account discussions with HM Revenue & Customs over the level of profits attributable to the former Alliance & Leicester business. Management currently expect that these tax losses will be fully utilised within three years.

At 31 December 2011, the Group had UK capital losses carried forward of £66m (2010: £112m). These losses are available for offset against future UK chargeable gains and under current UK tax legislation do not time expire. No deferred tax asset has been recognised in respect of these capital losses on the basis that the timing of any benefit is uncertain.

 

The deferred tax charge in the income statement comprises the following temporary differences:

 

Group

 

 

2011

£m

2010

£m

2009

£m

Accelerated tax depreciation

(37)

(32)

(133)

Pensions and other post-retirement benefits

(64)

(223)

(104)

Impairment loss allowances and other provisions

-

(1)

-

IAS 32 and IAS 39 transition adjustments

(18)

(21)

(11)

Tax losses carried forward

(90)

(38)

(63)

Other temporary differences

80

(75)

(127)

(129)

(390)

(438)

 

 

28. OTHER ASSETS

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Trade and other receivables

933

984

842

871

Prepayments

62

74

49

54

Accrued income

19

24

-

6

General insurance assets

74

75

74

75

1,088

1,157

965

1,006

 

 

29. DEPOSITS BY BANKS

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Items in the course of transmission

1,045

1,274

1,028

1,248

Deposits by banks - securities sold under agreements to repurchase

5,574

2,548

620

-

Amounts due to Santander UK subsidiaries

-

-

110,119

143,952

Amounts due to ultimate parent - securities sold under repurchase agreements

2,517

949

-

101

Amounts due to fellow Banco Santander subsidiaries - securities sold under

repurchase agreements

- other

 

565

40

 

646

-

 

2

-

 

-

-

Other deposits

1,885

2,367

509

939

11,626

7,784

112,278

146,240

 

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Repayable:

On demand

2,980

3,478

19,251

25,556

In not more than 3 months

3,030

871

40,087

40,115

In more than 3 months but not more than 1 year

-

41

9,625

29,177

In more than 1 year but not more than 5 years

5,616

3,188

35,284

41,168

In more than 5 years

-

206

8,031

10,224

11,626

7,784

112,278

146,240

 

30. DEPOSITS BY CUSTOMERS

 

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Current and demand accounts:

- interest-bearing

30,843

29,616

24,677

23,501

- non interest-bearing

948

2,085

879

2,017

Savings accounts

72,729

74,608

71,319

71,397

Time deposits

42,873

45,748

30,851

33,023

Securities sold under repurchase agreements

418

-

-

-

Amounts due to Santander UK subsidiaries

-

-

47,155

40,412

Amounts due to fellow Banco Santander subsidiaries

531

586

186

229

148,342

152,643

175,067

170,579

 

Repayable:

On demand

104,113

104,664

97,127

97,850

In no more than 3 months

9,888

8,938

8,411

7,220

In more than 3 months but no more than 1 year

20,902

24,027

15,507

20,689

In more than 1 year but not more than 5 years

13,000

14,527

9,157

7,021

In more than 5 years

439

487

44,865

37,799

148,342

152,643

175,067

170,579

 

Savings accounts and time deposits are interest-bearing.

 

 

31. TRADING LIABILITIES

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Deposits by banks - securities sold under repurchase agreements

10,105

21,411

-

-

- other(1)

4,403

4,327

-

-

Deposits by customers - securities sold under repurchase agreements

5,519

11,112

-

-

- other(2)

4,963

4,859

-

-

Short positions in securities and unsettled trades

755

1,118

-

-

25,745

42,827

-

-

(1) Comprises cash collateral of £2,401m (2010: £1,149m) and short-term deposits of £2,002m (2010: £3,178m).

(2) Comprises short-term deposits of £3,662m (2010: £3,202m) and equity index-linked deposits of £1,301m (2010: £1,657m).

 

Included in the above balances are amounts owed by the Group to the ultimate parent undertaking of £620m and to fellow subsidiaries of £51m.

 

 

32. FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Deposits by customers

-

5

-

5

Debt securities in issue - US$10bn Euro Commercial Paper Programme

429

898

-

-

- US$40bn Euro Medium Term Note Programme

-

24

-

24

- US$20bn Euro Medium Term Note Programme

4,594

1,741

-

-

- Euro 10bn Structured Notes

1,744

930

-

-

- Other bonds

62

80

1

1

Warrants

8

9

-

-

6,837

3,687

1

30

 

Financial liabilities are designated at fair value through profit or loss where this results in more relevant information because it significantly reduces a measurement inconsistency that would otherwise arise from measuring assets and liabilities or recognising the gains or losses on them on a different basis, or where a contract contains one or more embedded derivatives that would otherwise require separate recognition. The 'fair value option' has been used where deposits by banks, deposits by customers, debt securities in issue and warrants would otherwise be measured at amortised cost, and any embedded derivatives or associated derivatives used to economically hedge the risk are held at fair value.

 

Where the Group records its own debt securities in issue at fair value, the fair value is based on quoted prices in an active market for the specific instrument concerned, if available. When quoted market prices are unavailable, the own debt security in issue is valued using valuation techniques, the inputs for which are either based upon quoted prices in an inactive market for the instrument, or are estimated by comparison with quoted prices in an active market for similar instruments. In both cases, the fair value includes the effect of applying the credit spread which is appropriate to the Group's liabilities. The change in fair value of issued debt securities attributable to the Group's own credit spread is computed as follows: for each security at each reporting date, an externally verifiable price is obtained or a price is derived using credit spreads for similar securities for the same issuer or credit default swaps. Each security is then valued using discounted cash flows, incorporating a LIBOR-based discount curve. The difference in the valuations is attributable to the Group's own credit spread. This methodology is applied consistently across all securities where it is believed that counterparties would consider the Group's creditworthiness when pricing trades.

Gains and losses arising from changes in the credit spread of liabilities issued by the Group reverse over the contractual life of the debt, provided that the debt is not repaid at a premium or a discount.

The net gain during the year attributable to changes in the Group's own credit risk on the above debt securities in issue was £64m (2010: net gain of £2m). The cumulative net gain attributable to changes in the Group's own credit risk on the above debt securities in issue at 31 December 2011 was £93m (2010: net gain of £29m).

The amount that would be required to be contractually paid at maturity of the deposits by banks, deposits by customers, and debt securities in issue above is £439m (2010: £145m) higher than the carrying value.

 

US$10bn Euro Commercial Paper Programme

Abbey National Treasury Services plc may from time to time issue commercial paper under the US$10bn Euro Commercial Paper Programme that may be denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealer. The commercial paper ranks at least pari passu with all other unsecured and unsubordinated obligations of Abbey National Treasury Services plc. The payments of all amounts due in respect of the commercial paper have been unconditionally and irrevocably guaranteed by the Company.

The commercial paper is issued in bearer form, subject to a minimum maturity of 1 day and a maximum maturity of 364 days. The commercial paper may be issued on a discounted basis or may bear fixed or floating rate interest or a coupon calculated by reference to an index or formula. The maximum aggregate nominal amount of all commercial paper outstanding from time to time under the Programme will not exceed US$10bn (or its equivalent in other currencies). This was increased from US$4bn in January 2011. The commercial paper is not listed on any stock exchange.

 

US$40bn Euro Medium Term Note Programme

In January 2009, it was decided that no further issuance would be made under the US$40bn Euro Medium Term Note Programme. At 31 December 2011, no notes remained outstanding under the Programme.

Alliance & Leicester plc issued both senior notes and subordinated notes and from time to time issued notes denominated in any currency as agreed with the relevant dealer under the US$40bn Euro Medium Term Note Programme. The Programme provided for issuance of fixed rate Notes, floating rate notes, index linked notes, dual currency notes and zero-coupon notes. The notes are listed on the London Stock Exchange or may be listed on any other or further stock exchange(s) or may be unlisted, as agreed.

The notes were issued in bearer form. The maximum aggregate nominal amount of all notes from time to time outstanding under the Programme did not exceed US$40bn (or its equivalent in other currencies), subject to any modifications in accordance with the terms of the Programme agreement.

The notes were direct, unsecured and unconditional obligations of Alliance & Leicester plc. The notes transferred to the Company with effect from 28 May 2010 under a business transfer scheme under Part VII of the Financial Services and Markets Act 2000 as described in Note 45. As a result, the notes are now direct, unsecured and unconditional obligations of the Company.

 

US$20bn Euro Medium Term Note Programme

Abbey National Treasury Services plc and the Company may from time to time issue notes denominated in any currency as agreed between the relevant issuer and the relevant dealer under the US$20bn Euro Medium Term Note Programme. The payment of all amounts payable in respect of the senior notes is unconditionally and irrevocably guaranteed by the Company. The programme provides for issuance of fixed rate notes, floating rate notes, index linked notes, credit linked notes, equity linked notes and any other structured notes, and also dual currency notes, zero-coupon/discount notes and non-interest bearing notes.

The maximum aggregate nominal amount of all notes outstanding under the programme may not exceed US$20bn (or its equivalent in other currencies) subject to any modifications in accordance with the terms of the programme agreement. Notes may be issued in bearer or registered form and can be listed on the London Stock Exchange or any other or further stock exchange(s) or may be unlisted, as agreed.

 

Euro 10bn structured notes

Abbey National Treasury Services plc may from time to time issue structured notes denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealers under the euro 10bn structured note programme. Structured notes are direct, unsecured and unconditional obligations of Abbey National Treasury Services plc that rank pari passu without preference among themselves and, subject as to any applicable statutory provisions or judicial order, at least equally with all other present and future unsecured and unsubordinated obligations of Abbey National Treasury Services plc. The payments of all amounts due in respect of the structured notes have been unconditionally and irrevocably guaranteed by the Company.

 

The structured note programme provides for the issuance of commodity linked notes, credit linked notes, currency linked notes, equity linked notes, equity index linked notes, fixed rate notes, floating rate notes, fund linked notes, inflation linked notes, property linked notes, zero-coupon/discount notes and any other structured notes as agreed between Abbey National Treasury Services plc and the relevant dealers. Structured notes may be issued in bearer or registered (or inscribed) form and may be listed on the London Stock Exchange or any other or further stock exchange(s) or may be unlisted, as agreed between Abbey National Treasury Services plc and the relevant dealers. Structured notes issued in bearer form may also be issued in new global note form.

The maximum aggregate nominal amount of all structured notes from time to time outstanding under the programme will not exceed euro 10bn (or its equivalent in other currencies). This was increased from euro 2bn in March 2011.

 

Warrants programme

Abbey National Treasury Services plc may from time to time issue warrants denominated in any currency as agreed between it and the relevant dealer under the warrants programme. Warrants are direct, unsecured and unconditional obligations of Abbey National Treasury Services plc that rank pari passu without preference among themselves and, subject as to any applicable statutory provisions or judicial order, rank at least equally with all other present and future unsecured and unsubordinated obligations of Abbey National Treasury Services plc. The payments of all amounts due in respect of the warrants have been unconditionally and irrevocably guaranteed by the Company.

The warrants programme provides for the issuance of commodity linked warrants, currency linked warrants, equity linked warrants, equity index linked warrants, fund linked warrants, inflation index linked warrants, property index linked warrants, debt Linked Warrants and any other warrants as agreed with the relevant dealer. Warrants are issued in global form and can be listed on the London Stock Exchange or any other or further stock exchange(s) as agreed with the relevant dealer.

 

 

33. DEBT SECURITIES IN ISSUE

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Bonds and medium term notes:

- Euro 35bn Global Covered Bond Programme

18,191

10,591

-

-

- US$20bn euro Medium Term Note Programme (See Note 32)

4,295

4,893

-

-

- US$40bn euro Medium Term Note Programme (See Note 32)

1,609

3,177

1,609

3,177

- US$20bn Commercial Paper Programme

3,069

4,433

-

-

- Certificates of deposit in issue

2,671

8,925

-

-

29,835

32,019

1,609

3,177

Securitisation programmes:

- Holmes

7,829

8,696

-

-

- Fosse

14,719

11,068

-

-

- Motor

268

-

-

-

52,651

51,783

1,609

3,177

 

Included in the above balances are amounts owed by the Group to the ultimate parent undertaking and to fellow subsidiaries of £107m (2010: £38m) and £137m (2010: £129m) respectively.

 

Euro 35bn Global Covered Bond Programme

Abbey National Treasury Services plc issues covered bonds under the euro 35bn Global Covered Bond Programme that may be denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealers under the programme. The programme provides that covered bonds may be listed or admitted to trading, on the official list of the UK Listing Authority and on the London Stock Exchange's Regulated Market or any other stock exchanges or regulated or unregulated markets. Abbey National Treasury Services plc may also issue unlisted covered bonds and/or covered bonds not admitted to trading on any regulated or unregulated market.

The payments of all amounts due in respect of the covered bonds have been unconditionally guaranteed by the Company. Abbey Covered Bonds LLP (the 'LLP'), together with the Company, has guaranteed payments of interest and principal under the covered bonds pursuant to a guarantee which is secured over the LLP's portfolio of mortgages and its other assets. Recourse against the LLP under its guarantee is limited to its portfolio of mortgages and such assets.

Covered bonds may be issued in bearer or registered form. The maximum aggregate nominal amount of all covered bonds from time to time outstanding under the programme will not exceed euro 35bn (or its equivalent in other currencies), subject to increase in accordance with the programme. This was increased from euro 25bn in September 2011.

On 11 November 2008, Abbey National Treasury Services plc was admitted to the register of issuers and the programme and the covered bonds issued previously under the programme were admitted to the register of regulated covered bonds, pursuant to Regulation 14 of the Regulated Covered Bonds Regulations 2008 (SI 2008/346).

 

US$20bn Commercial Paper Programme

Abbey National North America LLC may from time to time issue unsecured notes denominated in United States dollars as agreed between Abbey National North America LLC and the relevant dealers under the US$20bn commercial paper programme. The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of Abbey National North America LLC and the Company. The payments of all amounts due in respect of the Notes have been unconditionally and irrevocably guaranteed by the Company. The Notes are not redeemable prior to maturity or subject to voluntary prepayment. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$20bn (or its equivalent in other currencies).

 

Securitisation Programmes

The Group has provided prime retail mortgage-backed securitised products and other asset-backed securitised products to a diverse investor base through its mortgage and other asset-backed funding programmes, as described in Note 19.

 

Funding has historically been raised via mortgage-backed notes, both issued to third parties and retained (the latter being central bank eligible collateral, both via the Bank of England's Special Liquidity Scheme facility and for contingent funding purposes in other Bank of England, Swiss National Bank and US Federal Reserve facilities). In addition, in April 2011, the Group provided other asset-backed securitised products to investors through the securitisation of auto loan receivables.

 

An analysis of the above debt securities in issue by issue currency, interest rate and maturity is as follows:

 

Group

Company

 

 Issue currency

 

Interest rate

 

Maturity

2011

£m

2010

£m

2011

£m

2010

£m

euro

0.00% - 3.99%

Up to 2011

-

1,858

-

574

2011 - 2012

1,591

859

836

859

2013 - 2019

11,208

7,938

539

556

2020 - 2029

221

1,083

-

-

2030 - 2059

5,325

5,876

-

-

4.00% - 4.99%

2011 - 2019

23

-

-

-

2020 - 2029

2,893

1,316

-

-

2030 - 2039

106

-

-

-

US dollar

0.00% - 3.99%

Up to 2011

-

11,783

-

635

2011 - 2012

4,833

1,200

-

-

2013 - 2019

1,940

966

-

-

2020 - 2029

456

1,252

-

-

2030 - 2039

579

577

-

-

2040 - 2059

6,579

3,186

-

-

4.00% - 5.99%

2013 - 2019

712

35

36

35

2040 - 2059

161

-

-

-

Pounds sterling

0.00% - 3.99%

Up to 2011

-

1,646

-

112

2011 - 2012

1,927

1,110

70

70

2013 - 2019

1,459

1,234

1

-

2020 - 2029

-

437

-

-

2040 - 2059

7,284

6,757

-

-

4.00% - 5.99%

Up to 2011

-

211

-

209

2013 - 2019

1,013

-

-

-

2020 - 2029

2,658

-

-

-

2040 - 2059

933

1,884

-

-

6.00% - 6.99%

2013 - 2019

88

87

88

87

Other currencies

0.00% - 5.99%

Up to 2011

-

9

-

-

2011 - 2012

39

-

39

-

2013 - 2019

445

289

-

40

2020 - 2029

178

177

-

-

6.00% - 6.87%

Up to 2011

-

8

-

-

2013 - 2019

-

5

-

-

52,651

51,783

1,609

3,177

 

 

 

34. SUBORDINATED LIABILITIES

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

£325m Sterling Preference Shares

344

344

344

344

£175m Fixed/Floating Rate Tier One Preferred Income Capital Securities

216

201

216

201

US$1,000m Non-Cumulative Trust Preferred Securities

1,065

870

-

-

Undated subordinated liabilities

2,250

2,151

2,250

2,151

Dated subordinated liabilities

2,624

2,806

3,754

3,742

6,499

6,372

6,564

6,438

 

The securities in this Note will, in the event of the winding-up of the issuer, be subordinated to the claims of depositors and all other creditors of the issuer, other than creditors whose claims rank equally with, or are junior to, the claims of the holders of the subordinated liabilities. The subordination of specific subordinated liabilities is determined in respect of the issuer and any guarantors of that liability. The claims of holders of preference shares and preferred securities are generally junior to those of the holders of undated subordinated liabilities, which in turn are junior to the claims of holders of the dated subordinated liabilities. The subordination of the preference shares and preferred securities ranks equally with that of the £300m fixed/floating rate non-cumulative callable preference shares, £300m Step-up Callable Perpetual Preferred Securities and £300m Step-up Callable Perpetual Reserve Capital Instruments classified as share capital, as described in Note 39.

The Group has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during the year (2010: none). No repayment or purchase by the issuer of the subordinated liabilities may be made prior to their stated maturity without the consent of the UK Financial Services Authority.

Included in the above balances are amounts owed by the Group to the ultimate parent undertaking and to fellow subsidiaries of £919m (2010: £911m) and £1,778m (2010: £1,794m) respectively.

 

£325m Sterling Preference Shares

Holders of sterling preference shares are entitled to receive a biannual non-cumulative preferential dividend payable in sterling out of the distributable profits of the Company. The rate per annum will ensure that the sum of the dividend payable on such date and the associated tax credit (as defined in the terms of the sterling preference shares) represents an annual rate of 8 5/8% per annum of the nominal amount of shares issued in 1997, and an annual rate of 10 3/8% for shares issued in 1995 and 1996.

On a return of capital or on a distribution of assets on a winding up, the sterling preference shares shall rank pari passu with any other shares that are expressed to rank pari passu therewith as regards participation in assets, and otherwise in priority to any other share capital of the Company. On such a return of capital or winding up, each sterling preference share shall, out of the surplus assets of the Company available for distribution amongst the members after payment of the Company's liabilities, carry the right to receive an amount equal to the amount paid up or credited as paid together with any premium paid on issue and the full amount of any dividend otherwise due for payment. Other than as set out above, no sterling preference share confers any right to participate on a return of capital or a distribution of assets of the Company.

Holders of the sterling preference shares are not entitled to receive notice of or attend, speak and vote at general meetings of the Company unless the business of the meeting includes the consideration of a resolution to wind up the Company or any resolution varying, altering or abrogating any of the rights, privileges, limitations or restrictions attached to the sterling preference shares or if the dividend on the sterling preference shares has not been paid in full for the three consecutive dividend periods immediately prior to the relevant general meeting. In any such case, the sterling preference shareholders are entitled to receive notice of and attend the general meeting at which such resolution is proposed and will be entitled to speak and vote on such a resolution but not on any other resolution.

 

£175m Fixed/Floating Rate Tier One Preferred Income Capital Securities

The Tier One Preferred Income Capital Securities were issued on 9 August 2002 by the Company and have no fixed redemption date. The Company has the right to redeem the Tier One Preferred Income Capital Securities whole but not in part on 9 February 2018 or on any coupon payment date thereafter, subject to the prior approval of the UK Financial Services Authority. The Tier One Preferred Income Capital Securities bear interest at a rate of 6.984% per annum, payable semi-annually in arrears. From (and including) 9 February 2018, the Tier One Preferred Income Capital Securities will bear interest, at a rate reset semi-annually of 1.86% per annum above the six-month sterling LIBOR rate, payable semi-annually in arrears. Interest payments may be deferred in limited circumstances, such as when the payment would cause the Company to become insolvent or breach applicable Capital Regulations.

The Tier One Preferred Income Capital Securities are not redeemable at the option of the holders and the holders do not have any rights against other Group companies. Where interest payments have been deferred, the Company may not declare or pay dividends on or redeem or repurchase any junior securities until it next makes a scheduled payment on the Tier One Preferred Income Capital Securities and the Reserve Capital Instruments.

The Tier One Preferred Income Capital Securities are unsecured securities of the Company and are subordinated to the claims of unsubordinated creditors and subordinated creditors holding loan capital of the Company. Upon the winding up of the Company, holders of Tier One Preferred Income Capital Securities will rank pari passuwith the holders of the most senior class or classes of preference shares (if any) of the Company then in issue and in priority to all other Company shareholders.

 

US$1,000m Non-Cumulative Trust Preferred Securities

Abbey National Capital Trust I and Abbey National Capital LP I are 100% owned finance subsidiaries of the Company. On 7 February 2000, Abbey National Capital Trust I issued US$1bn of 8.963% Non-cumulative Trust Preferred Securities, which have been registered under the US Securities Act of 1933, as amended. Abbey National Capital Trust I serves solely as a passive vehicle holding the partnership preferred securities issued by Abbey National Capital LP I and each has passed all the rights relating to such partnership preferred securities to the holders of trust preferred securities issued by Abbey National Capital Trust I. All of the trust preferred securities and the partnership preferred securities have been fully and unconditionally guaranteed on a subordinated basis by the Company. The terms of the securities do not include any significant restrictions on the ability of the Company to obtain funds, by dividend or loan, from any subsidiary. After 30 June 2030, the distribution rate on the preferred securities will be 2.825% per annum above the three-month US dollar LIBOR rate for the relevant distribution period.

The trust preferred securities are not redeemable at the option of the holders and the holders do not have any rights against other Group companies. There is no fixed redemption date for the partnership preferred securities. The partnership preferred securities may be redeemed by the partnership, in whole or in part, on 30 June 2030 and on each distribution payment date thereafter. Redemption by the partnership of the partnership preferred securities may also occur in the event of a tax or regulatory change. Generally, holders of the preferred securities will have no voting rights.

Upon the return of capital or distribution of assets in the event of the winding up of the partnership, holders of the partnership preferred securities will be entitled to receive, for each partnership preferred security, a liquidation preference of US $1,000, together with any due and accrued distributions and any additional amounts, out of the assets of the partnership available for distribution.

 

Undated subordinated liabilities

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

10.0625% Exchangeable subordinated capital securities

205

205

205

205

5.56% Subordinated guaranteed notes (Yen 15,000m)

145

142

145

142

5.50% Subordinated guaranteed notes (Yen 5,000m)

48

47

48

47

Fixed/Floating Rate Subordinated notes (Yen 5,000m)

48

46

48

46

10 Year step-up perpetual callable subordinated notes

336

318

336

318

7.50% 15 Year step-up perpetual callable subordinated notes

513

507

513

507

7.375% 20 Year step-up perpetual callable subordinated notes

235

215

235

215

7.125% 30 Year step-up perpetual callable subordinated notes

385

327

385

327

Fixed to floating rate perpetual callable subordinated notes

335

344

335

344

2,250

2,151

2,250

2,151

 

The 10.0625% exchangeable subordinated capital securities are exchangeable into fully paid 10.375% non-cumulative non-redeemable sterling preference shares of £1 each, at the option of the Company. Exchange may take place on any interest payment date providing that between 30 and 60 days notice has been given to the holders. The holders will receive one new sterling preference share for each £1 principal amount of capital securities held.

The 5.56% Subordinated guaranteed notes are redeemable at par, at the option of the Company, on 31 January 2015 and each fifth anniversary thereafter.

The 5.50% Subordinated guaranteed notes are redeemable at par, at the option of the Company, on 27 June 2015 and each fifth anniversary thereafter.

The Fixed/Floating Rate Subordinated notes are redeemable at par, at the option of the Company, on 27 December 2016 and each interest payment date (quarterly) thereafter.

The 10 Year step-up perpetual callable subordinated notes are redeemable at par, at the option of the Company, on 28 September 2010 and each fifth anniversary thereafter. The Company did not exercise its option to call the notes on 28 September 2010. The coupon payable on the notes is 4.8138% from 28 September 2010 to 28 September 2015.

The 7.50% 15 Year step-up perpetual callable subordinated notes are redeemable at par, at the option of the Company, on 28 September 2015 and each fifth anniversary thereafter.

The 7.375% 20 Year step-up perpetual callable subordinated notes are redeemable at par, at the option of the Company, on 28 September 2020 and each fifth anniversary thereafter.

The 7.125% 30 Year step-up perpetual callable subordinated notes are redeemable at par, at the option of the Company, on 30 September 2030 and each fifth anniversary thereafter.

The Fixed to Floating rate perpetual callable subordinated notes are redeemable at par, at the option of the Company, on 28 September 2010 and each interest payment date thereafter. The Company did not exercise its options to call the notes during the year.

In common with other debt securities issued by Group companies, the undated subordinated liabilities are redeemable in whole at the option of the Company, on any interest payment date, in the event of certain tax changes affecting the treatment of payments of interest on the subordinated liabilities in the UK, at their principal amount together with any accrued interest.

 

Dated subordinated liabilities

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

4.625% Subordinated notes 2011 (euro 500m)

-

449

-

449

10.125% Subordinated guaranteed bond 2023

231

225

231

-

11.50% Subordinated guaranteed bond 2017

230

225

230

-

11.59% Subordinated loan stock 2017

-

-

-

226

10.18% Subordinated loan stock 2023

-

-

-

225

7.95% Subordinated notes 2029 (US$1,000m)

1,038

891

1,038

891

6.50% Subordinated notes 2030

213

182

213

182

Subordinated notes 2030 (US$1,000m)

-

-

1,065

870

Subordinated floating rate EURIBOR notes 2016

-

-

65

65

5.875% Subordinated notes 2031

127

92

127

92

5.25% Subordinated notes 2023

148

130

148

130

Subordinated floating rate EURIBOR notes 2017

125

129

125

129

Subordinated floating rate EURIBOR notes 2017

84

86

84

86

9.625% Subordinated notes 2023

428

397

428

397

2,624

2,806

3,754

3,742

 

The subordinated floating rate notes pay a rate of interest related to the LIBOR of the currency of denomination.

The dated subordinated liabilities are redeemable in whole at the option of the Company, on any interest payment date, in the event of certain tax changes affecting the treatment of payments of interest on the subordinated liabilities in the UK, at their principal amount together with any accrued interest.

On 11 February 2011, all of the outstanding euro 500m 4.625% Subordinated Notes were redeemed at a redemption price equal to 100% of the principal amount thereof, together with accrued interest thereon.

Subordinated liabilities are repayable:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

In no more than 3 months

-

449

-

449

In more than 1 year but no more than 5 years

-

-

-

-

In more than 5 years

2,624

2,357

3,754

3,293

Undated

3,875

3,566

2,810

2,696

6,499

6,372

6,564

6,438

 

35. OTHER LIABILITIES

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Trade and other payables

1,815

1,164

1,624

1,138

Accrued expenses

706

798

495

658

Deferred income

50

64

2

-

2,571

2,026

2,121

1,796

 

Included in the above balances are amounts owed by the Group to the ultimate parent undertaking and to fellow subsidiaries of £337m (2010: £296m) and £127m (2010: £97m) respectively.

 

Finance lease obligations

Trade and other payables for the Group and Company include £4m (2010: £6m) and £34m (2010: £39m), respectively, of finance lease obligations mainly relating to a lease and leaseback of Group property.

The maturity of net obligations under finance leases is as follows:

 

Leases which expire

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Within 1 year

1

2

5

5

Between 1-5 years

3

4

24

22

In more than 5 years

-

-

5

12

4

6

34

39

 

Future minimum lease payments under finance leases are:

 

Leases which expire

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Within 1 year

1

3

7

7

Between 1-5 years

3

4

28

28

In more than 5 years

-

-

6

13

4

7

41

48

 

During the year, £3m (2010: £2m) was incurred as a finance lease interest charge. The contingent rent expense recognised during the year was £nil (2010: £nil).

At the balance sheet date, the Group had contracted with lessees for the following future minimum lease payments expected to be received on non-cancellable sub-leases:

 

Leases which expire

Group

Company

2011

£m

2010

£m

2011

£m

2010

£m

Within 1 year

1

3

-

-

Between 1-5 years

3

4

-

-

4

7

-

-

36. PROVISIONS

 

Group

Customer remediation

£m

Other(1)

£m

Total

£m

At 1 January 2011

139

46

185

Additional provisions

753

176

929

Provisions released

-

(12)

(12)

Used during the year

(145)

(33)

(178)

Reclassifications

-

46

46

At 31 December 2011

747

223

970

 

To be settled:

Within 12 months

231

170

401

In more than 12 months

516

53

569

747

223

970

 (1) Includes regulatory-related provisions of £176m in respect of the Financial Services Compensation Scheme and the UK Bank Levy at 31 December 2011.

 

Company

Customer remediation

£m

Other

£m

Total

£m

At 1 January 2011

124

32

156

Additional provisions

749

142

891

Provisions released

-

(4)

(4)

Used during the year

(143)

(34)

(177)

Reclassifications

-

46

46

At 31 December 2011

730

182

912

 

To be settled:

Within 12 months

226

139

365

In more than 12 months

504

43

547

730

182

912

 

 

Group

Customer remediation

£m

Other

£m

Total

£m

At 1 January 2010

59

32

91

Additional provisions

131

-

131

Acquired through business combinations

-

31

31

Provisions released

-

(2)

(2)

Disposal of subsidiary undertakings

-

(1)

(1)

Used during the year

(58)

(29)

(87)

Reclassifications

-

22

22

At 31 December 2010

132

53

185

 

To be settled:

Within 12 months

132

33

165

In more than 12 months

-

20

20

132

53

185

 

Company

Customer remediation

£m

 

Other

£m

 

Total

£m

At 1 January 2010

59

15

74

Additional provisions

130

-

130

Used during the year

(57)

(13)

(70)

Reclassifications

-

22

22

At 31 December 2010

132

24

156

 

To be settled:

Within 12 months

132

24

156

In more than 12 months

-

-

-

132

24

156

 

The charge disclosed in the income statement in respect of provisions for other liabilities and charges of £917m (2010: £129m), comprises the additional provisions of £929m (2010: £131m), less the provisions released of £12m (2010: £2m) in the table above. Provisions principally comprise amounts in respect of customer remediation, regulatory-related provisions, litigation and related expenses, restructuring expenses and vacant property costs.

 

Customer remediation including Payment Protection Insurance ('PPI')

The amounts in respect of customer remediation comprise the estimated cost of making redress payments with respect to the past sales of products. In calculating the customer remediation provision, management's best estimate of the provision was calculated based on conclusions regarding the number of claims, of those, the number that will be upheld, and the estimated average settlement per case. Further information on the provision for customer remediation can be found in "Critical Accounting Policies and Areas of Significant Management Judgement" in Note 1.

Payment protection insurance is an insurance product offering payment protection on unsecured personal loans (and credit cards). The nature and profitability of the product has changed materially since 2008, in part due to customer and regulatory pressure. The product was sold by all UK banks - the mis-selling issues are predominantly related to business written before 2009.

On 1 July 2008, the UK Financial Ombudsman Service ('FOS') referred concerns regarding the handling of PPI complaints to the UK Financial Services Authority ('FSA') as an issue of wider implication. On 29 September 2009 and 9 March 2010, the FSA issued consultation papers on PPI complaints handling. The FSA published its Policy Statement on 10 August 2010, setting out evidential provisions and guidance on the fair assessment of a complaint and the calculation of redress, as well as a requirement for firms to reassess historically rejected complaints which had to be implemented by 1 December 2010.

On 8 October 2010, the British Bankers' Association ('BBA'), the principal trade association for the UK banking and financial services sector, filed an application for permission to seek judicial review against the FSA and the FOS. The BBA sought an order quashing the FSA Policy Statement and an order quashing the decision of the FOS to determine PPI sales in accordance with the guidance published on its website in November 2008. The Judicial Review was heard in January 2011 and on 20 April 2011 judgement was handed down by the High Court dismissing the BBA's application.

Santander UK did not participate in the legal action undertaken by other UK banks and has been consistently making a provision and settling claims with regards to PPI complaints liabilities since they began to increase in recent years. However, a detailed review of the provision was performed in the first half of the year in light of current conditions, including the High Court ruling in April 2011, the BBA's subsequent decision not to appeal it and the consequent increase in actual claims levels. As a result, the provision was revised to reflect the new information. The overall effect of the above was a substantial increase in the provision requirement for the year.

The provision represents management's best estimate of the anticipated costs of related customer contact and/or redress, including administration expenses. However, there are still a number of uncertainties as to the eventual costs from any such contact and/or redress given the inherent difficulties in assessing the impact of detailed implementation of the FSA Policy Statement of 10 August 2010 for all PPI complaints, uncertainties around the ultimate emergence period for complaints, the availability of supporting evidence and the activities of claims management companies, all of which will significantly affect complaints volumes, uphold rates and redress costs.

 

Regulatory-related provisions

Included in other provisions at 31 December 2011 were regulatory-related provisions of £176m in respect of the Financial Services Compensation Scheme and the UK Bank Levy.

 

Bank levy

The Finance Act 2011 introduced an annual bank levy in the UK. The levy is collected through the existing quarterly Corporation Tax collection mechanism starting with payment dates on or after 19 July 2011.

The levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. The first chargeable period for the Group was the year ended 31 December 2011. In determining the chargeable equity and liabilities the following amounts are excluded: adjusted Tier 1 capital; certain "protected deposits" (for example those protected under the Financial Services Compensation Scheme); liabilities that arise from certain insurance business within banking groups; liabilities in respect of currency notes in circulation; Financial Services Compensation Scheme liabilities; liabilities representing segregated client money; and deferred tax liabilities, current tax liabilities, liabilities in respect of the levy, revaluation of property liabilities, liabilities representing the revaluation of business premises and defined benefit retirement liabilities. It is also permitted in specified circumstances to reduce certain liabilities: by netting them against certain assets; offsetting assets on the relevant balance sheets that would qualify as high quality liquid assets (in accordance with the FSA definition); and repo liabilities secured against sovereign and supranational debt.

The levy will be set at a rate of 0.088% from 2012. Three different rates applied during 2011, these average to 0.075%. Certain liabilities are subject to only a half rate, namely any deposits not otherwise excluded, (except for those from financial institutions and financial traders) and liabilities with a maturity greater than one year at the balance sheet date. The levy is not charged on the first £20bn of chargeable liabilities. The cost of the levy to the Group for 2011 was £48m. Of this, the Group paid £26m in 2011 and provided for a liability of £22m at 31 December 2011.

 

37. RETIREMENT BENEFIT ASSETS AND OBLIGATIONS

 

The amounts recognised in the balance sheet were as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Assets/(liabilities)

Funded defined benefit pension scheme

241

43

237

39

Funded defined benefit pension scheme

(180)

(189)

(180)

(189)

Unfunded defined benefit pension scheme

(20)

(14)

(20)

(14)

Net defined benefit asset/(obligation)

41

(160)

37

(164)

Post-retirement medical benefits (unfunded)

(16)

(13)

(16)

(13)

Total net assets/(liabilities)

25

(173)

21

(177)

 

Actuarial (losses)/gains recognised in other comprehensive income during the year were as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Actuarial losses/(gains) on defined benefit schemes

36

(28)

53

(14)

Actuarial loss on unfunded medical benefit plans

1

3

1

3

Total net actuarial losses/(gains)(1)

37

(25)

54

(11)

(1) The total net actuarial gain for the Company differs from the actuarial loss of £38m (2010: gain of £67m) disclosed in the Statement of Comprehensive Income due to a recharge of Company contributions to subsidiaries during the year.

 

a) Defined Contribution Pension schemes

The Group operates a number of defined contribution pension schemes. The Santander Retirement Plan, an occupational defined contribution scheme is the plan into which eligible employees are enrolled automatically. The defined contribution section of the Alliance & Leicester Pension Scheme was closed to new members employed from 29 May 2010.

The assets of the schemes are held and administered separately from those of the Company. For both the Santander Retirement Plan and the Alliance & Leicester Pension Scheme, the assets are held in separate trustee-administered funds.

An expense of £30m (2010: £42m, 2009: £20m) was recognised for defined contribution plans in the year, and is included in staff costs classified within administration expenses in the Income Statement. None of this amount was recognised in respect of key management personnel for the years ended 31 December 2011, 2010 and 2009.

 

b) Defined Benefit Pension schemes

The Group operates a number of defined benefit pension schemes. The principal pension schemes are the Abbey National Amalgamated Pension Fund, Abbey National Group Pension Scheme, Abbey National Associated Bodies Pension Fund, the National & Provincial Building Society Pension Fund, the Scottish Mutual Assurance Staff Pension Scheme, the Scottish Provident Institution Staff Pension Fund and the Alliance & Leicester Pension Scheme (DB Section).

 

The schemes cover 20% (2010: 20%, 2009: 27%) of the Group's employees, are all funded defined benefit schemes and are all closed schemes. Under the projected unit method, the current service cost when expressed as a percentage of pensionable salaries will gradually increase over time.

Formal actuarial valuations of the assets and liabilities of the schemes are carried out on at least a triennial basis by independent professionally qualified actuaries and valued for accounting purposes at each balance sheet date. The latest formal actuarial valuation was made at 31 March 2010 for the Abbey National Amalgamated Pension Fund, Abbey National Group Pension Scheme, Abbey National Associated Bodies Pension Fund, the National & Provincial Building Society Pension Fund and the Alliance & Leicester Pension Scheme; and at 31 December 2009 for the Scottish Mutual Assurance Staff Pension Scheme and the Scottish Provident Institution Staff Pension Fund.

The total amount (credited)/charged to the income statement, including amounts classified as redundancy costs, was as follows:

 

Group

 

 

2011

£m

2010

£m

2009

£m

Current service cost

34

35

44

Past service cost

1

5

50

Gain on settlements or curtailments

(1)

-

-

Expected return on pension scheme assets

(388)

(317)

(285)

Interest cost

362

357

326

8

80

135

 

The net asset/(liability) recognised in the balance sheet is determined as follows:

 

Group

2011

£m

2010

£m

2009

£m

2008

£m

2007

£m

Present value of defined benefit obligation

(7,056)

(6,716)

(6,308)

(5,175)

(4,581)

Fair value of plan assets

7,097

6,556

5,248

4,372

3,602

Net defined benefit asset/(obligation)

41

(160)

(1,060)

(803)

(979)

 

Company

2011

£m

2010

£m

2009

£m

2008

£m

2007

£m

Present value of defined benefit obligation

(7,045)

(6,705)

(4,805)

(3,944)

(4,559)

Fair value of plan assets

7,082

6,541

3,883

3,147

3,577

Net defined benefit asset/(obligation)

37

(164)

(922)

(797)

(982)

 

Movements in the present value of defined benefit obligations during the year were as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Balance at 1 January

(6,716)

(6,308)

(6,705)

(4,805)

Current service cost

(34)

(35)

(18)

(14)

Interest cost

(362)

(357)

(361)

(356)

Employee contributions

(3)

(8)

(3)

(8)

Employer salary sacrifice contributions

(4)

(2)

(4)

(2)

Past service cost

(1)

(5)

(1)

(5)

Settlement

1

-

1

-

Actuarial loss

(141)

(207)

(158)

(220)

Actual benefit payments

204

206

204

206

Transfer from Alliance & Leicester plc

-

-

-

(1,501)

Balance at 31 December

(7,056)

(6,716)

(7,045)

(6,705)

 

 

Movements in the fair value of scheme assets during the year were as follows:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Balance at 1 January

6,556

5,248

6,541

3,883

Expected return on scheme assets

388

317

388

313

Actuarial gain on scheme assets

105

235

105

234

Company contributions paid

237

882

237

885

Contributions paid by subsidiaries and fellow group subsidiaries

12

72

12

72

Employee contributions

3

8

3

8

Actual benefit payments

(204)

(206)

(204)

(206)

Transfer from Alliance & Leicester plc

-

-

-

1,352

Balance at 31 December

7,097

6,556

7,082

6,541

 

 

The amounts recognised in the Consolidated Statement of Comprehensive Income for each of the five years indicated were as follows:

 

Group

 

 

2011

£m

2010

£m

2009

£m

2008

£m

2007

£m

Actuarial (gain)/loss on scheme assets

(105)

(235)

(330)

862

(33)

Experience loss/(gain) on scheme liabilities

136

(76)

(34)

51

80

Loss/(gain) from changes in actuarial assumptions

5

283

969

(869)

66

Actuarial loss/(gain) on scheme liabilities

141

207

935

(818)

146

Total net actuarial loss/(gain)

36

(28)

605

44

113

 

Company

 

 

2011

£m

2010

£m

2009

£m

2008

£m

2007

£m

Actuarial (gain)/loss on scheme assets

(105)

(234)

(309)

836

(33)

Experience loss/(gain) on scheme liabilities

152

(65)

(33)

51

81

Loss/(gain) from changes in actuarial assumptions

6

285

756

(844)

68

Actuarial loss/(gain) on scheme liabilities

158

220

723

(793)

149

Total net actuarial loss/(gain)

53

(14)

414

43

116

 

Cumulative net actuarial losses are £780m (2010: £743m, 2009: £768m). The annual movement is recognised in the Consolidated Statement of Comprehensive Income. The actual gain/(loss) on scheme assets for the Group and Company were £493m (2010: £552m, 2009: £614m) and £493m (2010: £547m, 2009: £518m), respectively.

The Group's pension schemes did not directly hold any equity securities of the Company or any of its related parties at 31 December 2011, 2010 and 2009. The Group's pension scheme assets do not include any property or other assets that are occupied or used by the Group. In addition, the Group does not hold insurance policies over the schemes, and has not entered into any significant transactions with the schemes.

The assets of the funded plans are held independently of the Group's assets in separate trustee administered funds. The principal duty of the trustees is to act in the best interests of the members of the schemes. Ultimate responsibility for investment strategy rests with the trustees of the schemes who are required under the Pensions Act 2004 to prepare a statement of investment principles.

The trustees of the Group's schemes have developed the following investment principles:

 

To maintain a portfolio of suitable assets of appropriate quality, suitability and liquidity which will generate income and capital growth to meet, together with new contributions from members and the employers, the cost of current and future benefits which the pension scheme provides, as set out in the trust deed and rules;

To limit the risk of the assets failing to meet the liabilities, over the long-term and on a shorter-term basis as required by prevailing legislation; and

To minimise the long-term costs of the pension scheme by maximising the return on the assets whilst having regard to the objectives shown above.

 

Investment strategy across the schemes remains under regular review.

At present, the strategic benchmark in the statement of investment principles for the Abbey National Amalgamated Pension Fund, Abbey National Group Pension Scheme, Abbey National Associated Bodies Pension Fund, and the National & Provincial Building Society Pension Fund remains as follows: 40% Equities, 40% Fixed Interest, 10% Property and 10% alternative return seeking assets. At the end of 2011, the fixed interest allocation was somewhat higher than this, and property and alternatives somewhat lower, although progress has been made in increasing these holdings.

The statement of investment principles for the Alliance & Leicester Pension Scheme set the long-term target allocation of plan assets at 25% Equities, 25% alternative return-seeking assets (including Property), 25% Bonds and 25% Gilts. The Scheme was broadly in line with this target at the end of the year. The Scottish Mutual Assurance Staff Pension Scheme and the Scottish Provident Institution Staff Pension Fund continue to have a 40% equity and 60% bonds benchmark and were invested closely in line with this at 31 December 2011.

Following investment of the special contributions of approximately £1bn made by the Company in late 2010 and early 2011, the overall asset allocation at 31 December 2011 was Bonds 53%, Equities 30%, and Other 17%.

The focus within fixed interest investment has been to improve liability matching and over £500m was invested into longer-dated conventional and index linked gilts to this end. In addition, the existing gilts portfolio is being restructured to further enhance the portfolio-matching characteristics.

During 2011, nominal gilt yields reached low levels not seen for at least 50 years, while long-term real interest rates have fallen to virtually zero, unprecedented by historical standards. In this environment, any additional hedging of interest rate and inflation risk needs careful assessment. Restructuring of the equity portfolios was completed during the first half of 2011, diversifying the portfolio using a mix of index-tracking and actively managed portfolios, together with derivative overlays. These include a futures position backed by cash to replicate equity market exposure, and an option structure to manage equity volatility. This position was enhanced in December 2011, extending the maturity period of the protection strategy as well as the extent of coverage. In addition to improving the liability hedge position, the fixed interest portfolio is being reviewed with a focus on diversifying the sources of return and risk. The property portfolio continues to be expanded as opportunities arise at appropriate prices.

 

The categories of assets in the scheme by value and as a percentage of total scheme assets, and the expected rates of return were:

 

Group

Fair value of scheme assets

Expected rate

 of return

Fair value of scheme assets

Expected rate of return

 

 

2011

£m

2011

%

2011

%

2010

£m

2010

%

2010

%

UK equities

631

9

8

1,009

15

8

Overseas equities

1,480

21

8

1,196

18

8

Corporate bonds

1,519

21

5

1,404

22

5

Government fixed interest bonds

730

10

4

1,515

23

4

Government index linked bonds

1,544

22

4

869

13

4

Property funds

137

2

6

77

1

6

Cash

663

9

4

187

3

5

Other assets

393

6

8

299

5

8

7,097

100

6

6,556

100

6

 

 Company

Fair value of scheme assets

Expected rate

 of return

Fair value of scheme assets

Expected rate of return

 

 

2011

£m

2011

%

2011

%

2010

£m

2010

%

2010

%

UK equities

629

9

8

1,006

15

8

Overseas equities

1,478

21

8

1,194

18

8

Corporate bonds

1,516

21

5

1,403

22

5

Government fixed interest bonds

728

10

4

1,515

23

4

Government index linked bonds

1,544

22

4

869

13

4

Property funds

137

2

6

77

1

6

Cash

662

9

4

183

3

5

Other assets

388

6

8

294

5

8

7,082

100

6

6,541

100

6

 

Other assets consist of asset-backed securities, annuities, funds (including private equity funds) and derivatives that are used to protect against exchange rate, equity market, inflation and interest rate movements. Private equity funds are classified as equities.

The expected return on plan assets is determined by considering the expected returns available on the assets underlying the current investment policy, as follows:

 

Equities

Long-term median real rate of return experienced after considering projected moves in asset indices

Corporate bonds

Gross redemption yields at the balance sheet date, less a margin for default risk

Government bonds

Gross redemption yields at the balance sheet date

Property funds

Average of returns for UK equities and government bonds

Cash

Expected long-term bank rate, after considering projected inflation rate

 

The following tables summarise the fair values at 31 December 2011 and 2010 of the financial asset classes accounted for at fair value, by the valuation methodology used by the investment managers of the schemes assets to determine their fair value. The tables also disclose the percentages that the recorded fair values of financial assets represent of the schemes total financial assets that are recorded at fair value.

 

At 31 December 2011

Group

 

Quoted prices in active markets

Internal models based on

market observable data

 

Total

Category of plan assets

£m

%

£m

%

£m

%

UK equities

614

10

17

-

631

10

Overseas equities

1,480

23

-

-

1,480

23

Corporate bonds

1,519

24

-

-

1,519

24

Government fixed interest bonds

730

11

-

-

730

11

Government index linked bonds

1,544

24

-

-

1,544

24

Property funds

-

-

137

2

137

2

Other

378

6

15

-

393

6

Total

6,265

98

169

2

6,434

100

 

At 31 December 2010

Group

 

Quoted prices in active markets

Internal models based on

market observable data

 

Total

Category of plan assets

£m

%

£m

%

£m

%

UK equities

991

15

18

-

1,009

15

Overseas equities

1,196

19

-

-

1,196

19

Corporate bonds

1,404

22

-

-

1,404

22

Government fixed interest bonds

1,515

24

-

-

1,515

24

Government index linked bonds

869

14

-

-

869

14

Property funds

-

-

77

2

77

2

Other

284

4

15

-

299

4

Total

6,259

98

110

2

6,369

100

 

At 31 December 2011

Company

 

Quoted prices in active markets

Internal models based on

market observable data

 

Total

Category of plan assets

£m

%

£m

%

£m

%

UK equities

612

10

17

-

629

10

Overseas equities

1,478

23

-

-

1,478

23

Corporate bonds

1,516

24

-

-

1,516

24

Government Fixed Interest

728

11

-

-

728

11

Government Index Linked

1,544

24

-

-

1,544

24

Property funds

-

-

137

2

137

2

Other

378

6

10

-

388

6

Total

6,256

98

164

2

6,420

100

 

At 31 December 2010

Company

 

Quoted prices in active markets

Internal models based on

market observable data

 

Total

Category of plan assets

£m

%

£m

%

£m

%

UK equities

988

15

18

-

1,006

15

Overseas equities

1,194

19

-

-

1,194

19

Corporate bonds

1,403

22

-

-

1,403

22

Government Fixed Interest

1,515

24

-

-

1,515

24

Government Index Linked

869

14

-

-

869

14

Property funds

-

-

77

2

77

2

Other

284

4

10

-

294

4

Total

6,253

98

105

2

6,358

100

 

Plan assets are stated at fair value based upon quoted prices in active markets with the exception of property funds and those classified under "Other". The property funds were valued using market valuations prepared by an independent expert. Of the assets in the "Other" category, investments in absolute return funds and foreign exchange, equity and interest rate derivatives were valued by investment managers by reference to market observable data. Private equity funds were valued by reference to their latest published accounts whilst the insured annuities were valued by scheme actuaries based on the liabilities insured.

 

Actuarial assumptions

The principal actuarial assumptions used for the defined benefit schemes were as follows:

 

 

 

Group and Company

2011

%

2010

%

2009

%

To determine benefit obligations:

- Discount rate for scheme liabilities

5.0

5.4

5.8

- General price inflation

3.1

3.5

3.4

- General salary increase

3.1

3.5

3.4

- Expected rate of pension increase

3.0

3.4

3.3

To determine net periodic benefit cost:

- Discount rate

5.4

5.8

6.4

- Expected rate of pension increase

3.4

3.4

3.0

- Expected rate of return on plan assets

5.7

6.1

6.4

Medical cost trend rates:

- Initial rate

5.2

6.0

5.5

- Ultimate rate

5.2

6.0

4.5

- Year of ultimate rate

2013

2013

2013

 

Years

Years

Years

Longevity at 60 for current pensioners, on the valuation date:

- Males

28.8

28.7

27.6

- Females

29.4

29.3

30.0

Longevity at 60 for future pensioners currently aged 40, on the valuation date:

- Males

31.1

31.0

29.7

- Females

31.0

30.9

31.3

 

The rate used to discount the retirement benefit obligation is determined to reflect duration of the liabilities based on the annual yield at 31 December of the sterling 15+ year AA Corporate Bond iBoxx Index, representing the market yield of high quality corporate bonds on that date, adjusted to match the terms of the scheme liabilities. The inflation assumption is set based on the Bank of England projected inflation rates over the duration of scheme liabilities weighted by projected scheme cash flows.

In 2011 and 2010, the mortality assumption used in the preparation of the valuation was based on the Continuous Mortality Investigation Table S1 Light with a future improvement underpin of 1.5% for males and 1% for females (2009: Continuous Mortality Investigation Table PXA 92MCC 2009 with a future improvement underpin of 1% for males and 0.5% for females). The table above shows that a participant retiring at age 60 at 31 December 2011 is assumed to live for, on average, 28.8 years in the case of a male and 29.4 years in the case of a female. In practice, there will be variation between individual members but these assumptions are expected to be appropriate across all participants. It is assumed that younger members will live longer in retirement than those retiring now. This reflects the expectation that mortality rates will continue to fall over time as medical science and standards of living improve. To illustrate the degree of improvement assumed the table also shows the life expectancy for members aged 40 now, when they retire in 20 years' time at age 60.

The Group determined its expense measurements above based upon long-term assumptions taking into account target asset allocations of assets set at the beginning of the period, offset by actual returns during the period. Period-end obligation measurements are determined by reference to market conditions at the balance sheet date. Assumptions are set in consultation with third party advisors and in-house expertise.

 

Actuarial assumption sensitivities

The discount rate is sensitive to changes in market conditions arising during the reporting period. The mortality rates used are sensitive to experience from the plan member profile. The following table shows the potential effect of changes in these and the other key assumptions on the principal pension schemes of the Group:

 

Increase/(decrease)

 

 

2011

£m

2010

£m

Discount rate

Change in pension obligation at year end from a 25 bps increase

(365)

(370)

Change in pension cost for the year from a 25 bps increase

(4)

(5)

General price inflation

Change in pension obligation at year end from a 25 bps increase

332

359

Change in pension cost for the year from a 25 bps increase

20

19

Expected rate of return on plan assets

Change in pension cost for the year from a 25 bps increase

18

17

Mortality

Change in pension obligation at year end from each additional year of longevity assumed

242

193

 

The benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter are:

 

Year ending 31 December:

£m

2012

216

2013

230

2014

246

2015

262

2016

280

Five years ended 2021

1,716

 

Funding

In 2010, in compliance with the Pensions Act 2004, the Group and the trustees agreed a scheme-specific funding target, statement of funding principles, and a schedule of contributions for the principal pension schemes. This agreement forms the basis of the Group's commitment that the schemes have sufficient assets to make payments to members in respect of their accrued benefits as and when they fall due. In accordance with the terms of the agreement, the Group contributed £209m to the schemes in 2011. The agreed schedule of the Group's remaining contributions to the schemes is as set out below:

 

Year ending 31 December:

£m

2012

84

2013

70

2014

70

2015

70

2016

70

2017

70

2018

70

2019

70

 

As part of the previous arrangements relating to the funding of the Group's defined benefit pension schemes, £14m (2010: £174m, 2009: £814m) of securities and other assets have been pledged to cover the Group's obligations.

 

c) Post-Retirement Medical Benefit Plans

The Group also operates unfunded post retirement medical benefit plans for certain of its former employees. The post retirement medical benefit plans in operation are accounted for in the same manner as defined benefit pension plans.

Formal actuarial valuations of the liabilities of the schemes are carried out on a triennial basis by an independent professionally qualified actuary and updated for accounting purposes at each balance sheet date. The latest formal actuarial valuation was made at 31 December 2011 by a qualified independent actuary.

Actuarial assumptions used for the Group's post retirement medical benefit plans are the same as those used for the Group's defined benefit pension schemes. There was an actuarial loss during the year of £3m (2010: £3m) on the Group's post-retirement medical benefits liability. A one percentage point movement in medical cost trends would increase or decrease the post-retirement medical benefit liability and interest cost by £1m (2010: £1m).

 

 

38. CONTINGENT LIABILITIES AND COMMITMENTS

 

The estimated maximum exposure in respect of contingent liabilities and commitments granted is:

 

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Guarantees given to subsidiaries

-

-

118,714

121,241

Guarantees given to third parties

553

210

79

82

Formal standby facilities, credit lines and other commitments with original term to maturity of:

- One year or less

3,841

3,289

2,666

2,584

- More than one year

29,153

24,388

6,206

4,682

Other contingent liabilities

8

8

8

8

33,555

27,895

127,673

128,597

 

Guarantees given to subsidiaries

The Company has fully and unconditionally guaranteed the obligations of each of Abbey National Treasury Services plc, Cater Allen Limited, Abbey National International Limited, Alliance & Leicester International Limited, A&L Services Limited (formerly Bradford & Bingley International Limited) and Abbey National North America LLC, all of which are wholly owned subsidiaries of the Company, that have been or will be incurred before 31 July 2012.

 

Formal standby facilities, credit lines and other commitments

Standby facilities, credit lines and other commitments are granted by Retail Banking and Corporate Banking (including the Large Corporates business). Retail facilities comprise undrawn facilities granted on flexible mortgages, bank overdrafts and credit cards. On flexible mortgages, the credit limit is set at the point of granting the loan through property value and affordability assessments.

Subsequent assessments are made to ensure that the limit remains appropriate considering any change in the security value or the customer's financial circumstances. On bank accounts and credit cards, the facilities are granted based on new business risk assessment and are reviewed more frequently based on internal, as well as, external data. The delinquency status of the account would result in the withdrawal of the facility. Corporate facilities comprise standby facilities which are subject to ongoing compliance with covenants and the provision of agreed security. Failure to comply with these terms can result in the withdrawal of the unutilised facility headroom.

 

Financial Services Compensation Scheme ('FSCS')

The FSCS is the UK's independent statutory compensation fund for customers of authorised financial services firms and pays compensation if a firm is unable to pay claims against it. The FSCS is funded by levies on the industry (and recoveries and borrowings where appropriate). The levies raised comprise both management expenses levies and, where necessary, compensation levies on authorised firms.

Following the default of a number of deposit takers since 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. The borrowings with HM Treasury, which total approximately £20bn, are on an interest-only basis until 31 March 2012 and, with effect from 1 April 2012, the interest on the borrowings will increase to 12 month LIBOR plus 100 basis points. Each deposit-taking institution contributes towards the management expenses levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year, which runs from 1 April to 31 March. In determining an appropriate accrual in respect of the management expenses levy, certain assumptions have been made including the proportion of total protected deposits held by the Group.

Whilst it is expected that the substantial majority of the principal will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the firms that defaulted, to the extent that there remains a shortfall, the FSCS expects to recover any shortfall of the principal by levying the deposit-taking sector in three approximately equal instalments beginning in scheme year 2013/14. The FSCS and HM Treasury have agreed that the terms of the repayment of the borrowings will be reviewed every three years in light of market conditions and of the actual repayment from the estates of failed banks. The ultimate amount of any compensation levies to be charged in future years also depends on a number of factors including the level of protected deposits and the population of deposit-taking participants and will be determined at a later date. As such, the Group's share of such compensation levies could be significant.

For the year ended 31 December 2011, the Group charged £108m (2010: £56m) to the income statement in respect of the costs of the FSCS.

 

Mortgage Representations and Warranties

In connection with the Group's residential mortgage and auto loan securitisations and covered bond transactions described in Note 19, the Group makes various representations and warranties relating to the mortgage loans sold as of the date of such sale which cover, among other things:

 

The Group's ownership of the loan.

The validity of any legal charge securing the loan.

The effectiveness of title insurance on any property securing the loan.

The loan's compliance with any applicable loan criteria established under the transaction structure.

The loan's compliance with applicable laws.

Whether the mortgage property was occupied by the borrower.

Whether the mortgage loan was originated in conformity with the originator's lending criteria.

The detailed data concerning the mortgage loan that was included on the mortgage loan schedule.

 

The specific representations and warranties in relation to the mortgage loans made by the Group depend on the nature of the transaction and the requirements of the transaction structure. The Group is principally a retail prime lender and has no appetite or product offering for any type of sub-prime business. The Group's credit policy explicitly prohibits such lending. Market conditions and credit-rating agency requirements may also affect representations and warranties the Group may agree to make upon the sale of the mortgage loans.

Details of the outstanding balances under mortgage-backed securitisation transactions sponsored by the Group's Special Purpose Entities ('SPEs') are described in Note 19. These outstanding transactions are collateralised by prime residential mortgage loans.

The Group's representations and warranties regarding the sold mortgage loans are generally not subject to stated limits in amount or time of coverage. However, contractual liability may arise when the representations and warranties are breached. In the event of a breach of these representations and warranties, the Group may be required to either repurchase the mortgage loans (generally at unpaid principal balance plus accrued interest) with the identified defects or reduce its share in the trust holding the mortgage loans by an amount equivalent to the repurchase price. In the case of a repurchase, the Group may bear any subsequent credit loss on the mortgage loan.

The Group manages and monitors its securitisation activities closely to minimise potential claims. To date, the Group has only identified a small number of non-compliant mortgage loans in its securitisation transactions.

 

Overseas tax claim

A claim was filed against Abbey National Treasury Services plc by tax authorities abroad in relation to the refund of certain tax credits and other associated amounts. Following modifications to the demand, its nominal amount stands at £69m at the balance sheet exchange rate (2010: £71m). At 31 December 2011, additional interest in relation to the demand could amount to £37m at the balance sheet exchange rate (2010: £35m). A favourable judgement for Abbey National Treasury Services plc was handed down at first instance in September 2006 which was appealed against by the tax authorities in January 2007. In June 2010, the Court ruled in favour of the tax authorities. Abbey National Treasury Services plc appealed against the ruling and in December 2011 the tax authorities confirmed their intention to contest the appeal. Although this matter remains in dispute, in January 2012, £67m was paid in respect of this matter further to a demand from the tax authorities, which had previously been provided.

 

Regulatory

The Group engages in discussion, and fully co-operates with the UK Financial Services Authority in their enquiries, including those exercised under statutory powers, regarding its interaction with past and present customers and policyholders both as part of the UK Financial Services Authority's general thematic work and in relation to specific products and services, including payment protection insurance.

 

Other

As part of the sale of subsidiaries, and as is normal in such circumstances, the Group has given warranties and indemnities to the purchasers.

 

Obligations under stock borrowing and lending agreements

Obligations under stock borrowing and lending agreements represent contractual commitments to return stock borrowed. These obligations are offset by a contractual right to receive stock under other contractual agreements. See Note 41.

 

Other off-balance sheet commitments

The Group has commitments to lend at fixed interest rates which expose it to interest rate risk.

 

Operating lease commitments

Group

Company

 

 

2011

£m

2010

£m

2011

£m

2010

£m

Rental commitments under non-cancellable operating leases expiring:

- No later than 1 year

83

78

73

71

- Later than 1 year but no later than 5 years

255

262

232

236

- Later than 5 years

234

273

215

248

572

613

520

555

 

Under the terms of these leases, the Group has the opportunity to extend its occupation of properties by a minimum of three years subject to 12 months' notice and lease renewal being available from external landlords during the term of the lease. At expiry, the Group has the option to reacquire the freehold of certain properties.

Group rental expense comprises:

 

Group

2011

£m

2010

£m

2009

£m

In respect of minimum rentals

77

108

116

Less: sub-lease rentals

-

-

-

77

108

116

 

Included in the above Group rental expense was £4m (2010: £14m) relating to contingent rent expense.

 

Appropriate provisions are maintained to cover the above matters.

 

39. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

 

 

Group and Company

 

 

2011

£m

2010

£m

 

Ordinary share capital

3,105

3,105

£300m fixed/floating rate non-cumulative callable preference shares

300

300

£300m Step-up Callable Perpetual Reserve Capital Instruments

297

297

£300m Step Up Callable Perpetual Preferred Securities

297

297

 

3,999

3,999

 

 

a) Share capital

 

Movements in share capital during the year were as follows.

 

Issued and fully paid share capital

Ordinary shares

of £0.10 each

£m

£300m Preference shares of £1 each

£m

£325m Preference shares of £1 each

£m

Preference shares of US$0.01 each

£m

Preference shares of euro 0.01 each

£m

 

Total

£m

At 1 January 2010

2,412

-

325

-

-

2,737

Shares issued

693

300

-

-

-

993

At 31 December 2010

3,105

300

325

-

-

3,730

Shares issued

-

-

-

-

-

-

At 31 December 2011

3,105

300

325

-

-

3,730

 

The Company's £325m sterling preference shares are classified as Subordinated Liabilities as described in Note 34.

 

 

Group

Company

Share premium

2011

£m

2010

£m

2011

£m

2010

£m

At 1 January

5,620

1,857

5,620

1,857

Shares issued

-

3,763

-

3,763

At 31 December

5,620

5,620

5,620

5,620

 

The Company has one class of ordinary shares which carries no right to fixed income.

On 3 August 2010, Banco Santander, S.A. through a Spanish-based subsidiary Santusa Holding, S.L., injected £4,456m of equity capital into the Company. The capital was used to support the reorganisation of certain Banco Santander, S.A. group companies in the UK as described in Note 46 and will be used to support further growth, including the transaction with the Royal Bank of Scotland Group described in Note 46.

 

£300m Fixed/Floating Rate Non-Cumulative Callable Preference Shares

On 28 April 2010, the Company issued £300m fixed/floating rate non-cumulative callable preference shares (pursuant to a scheme of arrangement under Part 26 of the UK Companies Act 2006) on substantially similar terms to, and in exchange for, the £300m fixed/floating rate non-cumulative callable preference shares previously issued by Alliance & Leicester plc. The preference shares entitle the holders to a fixed non-cumulative dividend, at the discretion of the Company, of 6.22% per annum payable annually from 24 May 2010 until 24 May 2019 and quarterly thereafter at a rate of 1.13% per annum above three month sterling LIBOR. The preference shares are redeemable only at the option of the Company on 24 May 2019 or on each quarterly dividend payment date thereafter. No such redemption may be made without the consent of the UK Financial Services Authority.

 

b) Other equity instruments

 

£300m Step-up Callable Perpetual Reserve Capital Instruments

The £300 million Step-up Callable Perpetual Reserve Capital Instruments were issued in 2001 by the Company. Reserve Capital Instruments are redeemable by the Company on 14 February 2026 or on any coupon payment date thereafter, subject to the prior approval of the UK Financial Services Authority and provided that the auditors have reported to the trustee within the previous six months that the solvency condition is met. The Reserve Capital Instruments bear interest at a rate of 7.037% per annum, payable annually in arrears, from 14 February 2001 to 14 February 2026. Thereafter, the reserve capital instruments will bear interest at a rate, reset every five years, of 3.75% per annum above the gross redemption yield on the UK five-year benchmark gilt rate. Interest payments may be deferred by the Company.

The Reserve Capital Instruments are not redeemable at the option of the holders and the holders do not have any rights against other Group companies. Upon the occurrence of certain tax or regulatory events, the Reserve Capital Instruments may be exchanged, their terms varied, or redeemed. Where interest payments have been deferred, the Company may not declare or pay dividends on or redeem or repurchase any junior securities until it next makes a scheduled payment on the Reserve Capital Instruments and Tier One Preferred Income Capital Securities.

The Reserve Capital Instruments are unsecured securities of the Company and are subordinated to the claims of unsubordinated creditors and subordinated creditors holding loan capital of the Company. Upon the winding up of the Company, holders of Reserve Capital Instruments will rank pari passu with the holders of the most senior class or classes of preference shares (if any) of the Company then in issue and in priority to all other Company shareholders.

 

£300m Step-up Callable Perpetual Preferred Securities

The £300m Step Up Callable Perpetual Preferred Securities were originally issued by Alliance & Leicester plc and were transferred to the Company with effect from 28 May 2010 under a business transfer scheme under Part VII of FSMA 2000 as described in Note 45. The Perpetual Preferred securities are perpetual securities and pay a coupon on 22 March each year. At each payment date, the Company can decide whether to declare or defer the coupon indefinitely. If a coupon is deferred then the Company may not pay a dividend on any share until it next makes a coupon payment (including payment of any deferred coupons). The Company can be obliged to make payment in the event of winding up. The coupon is 5.827% per annum until 22 March 2016. Thereafter the coupon steps up to a rate, reset every five years, of 2.13% per annum above the gross redemption yield on a UK Government Treasury Security. The Perpetual Preferred securities are redeemable at the option of the Company on 22 March 2016 or on each payment date thereafter. No such redemption may be made without the consent of the UK Financial Services Authority.

 

40. CASH FLOW STATEMENT

 

a) Reconciliation of profit after tax to net cash (outflow)/inflow from operating activities:

 

Group

Company

 

 

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2009

£m

Profit for the year

903

1,583

1,245

3,153

1,391

747

Non-cash items included in net profit:

Depreciation and amortisation

447

275

260

307

185

132

(Increase)/decrease in prepayments and accrued income

(24)

(43)

262

85

(243)

1,024

(Decrease)/increase in accruals and deferred income

(250)

1,212

(2,171)

(648)

1,425

(2,016)

Profit on sale of subsidiary and associated undertakings

-

(39)

-

-

-

-

Amortisation of discounts on debt securities

-

-

(8)

-

-

-

Provisions for liabilities and charges

917

129

56

886

130

41

Impairment losses

639

746

897

227

829

830

Corporation tax charge

358

542

445

179

247

288

Other non-cash items

1,581

314

235

724

7

(506)

Net cash flow from trading activities

4,571

4,719

1,221

4,913

3,971

540

Changes in operating assets and liabilities:

Net decrease/(increase) in cash and balances held at central banks

3

(14)

-

7

(47)

-

Net decrease/(increase) in trading assets

11,021

(1,453)

(1,636)

-

-

-

Net (increase)/decrease in derivative assets

(6,403)

(1,550)

12,298

(3,007)

(455)

196

Net decrease/(increase) in financial assets designated at fair value

1,770

5,609

(981)

5,081

32,020

10,218

Net decrease in debt securities, treasury bills and other eligible bills

7

-

-

7

-

-

Net (increase)/decrease in loans and advances to banks & customers

(4,915)

2,810

(3,008)

3,119

(66,921)

(10,146)

Net decrease/(increase) in other assets

736

837

1,103

505

(172)

835

Net (decrease)/increase in deposits by banks and customers

(327)

5,705

6,647

(29,040)

40,146

(2,731)

Net increase/(decrease) in derivative liabilities

6,775

3,442

(8,847)

108

(2,253)

(2,041)

Net (decrease)/increase in trading liabilities

(17,068)

(3,323)

5,533

-

-

(739)

Net (decrease)/increase in financial liabilities designated at fair value

(187)

(723)

(1,238)

(3)

24

-

Net (decrease)/increase in debt securities in issue

(1,223)

(1,258)

(3,077)

14

6,238

1

Net (decrease)/increase in other liabilities

15

(2,286)

(1,369)

(132)

(447)

(656)

Effects of exchange rate differences

(1,662)

(1,000)

(3,719)

(47)

(27)

(268)

Net cash flow (used in)/from operating activities before tax

(6,887)

11,515

2,927

(18,475)

12,077

(4,791)

Income tax (paid)/received

(165)

(131)

2

(121)

(99)

21

Net cash flow (used in)/from operating activities

(7,052)

11,384

2,929

(18,596)

11,978

(4,770)

 

b) Analysis of the balances of cash and cash equivalents in the balance sheet

 

Group

Company

 

 

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2009

£m

Cash and balances with central banks

25,980

26,502

4,163

18,958

21,408

3,266

Less: regulatory minimum cash balances (See Note 12)

(195)

(198)

(184)

(178)

(185)

(138)

25,785

26,304

3,979

18,780

21,223

3,128

Debt securities

4,093

2,604

1,966

-

-

-

Net trading other cash equivalents

9,500

13,814

13,708

-

-

-

Net non trading other cash equivalents

3,568

2,778

6,711

26,573

45,450

52,270

Cash and cash equivalents

42,946

45,500

26,364

45,353

66,673

55,398

 

c) Sale of subsidiaries

 

In 2011, a subsidiary of the Company completed the disposal of certain leasing companies for cash consideration of approximately £3m. The net assets disposed of consisted of net investment in finance leases of £93m and provisions for liabilities and charges of £18m. In addition, debt of £72m was repaid.

On 10 March 2010, Santander Private Banking UK Limited completed the disposal of James Hay Holdings Limited, together with its five subsidiary companies, by the sale of 100% of James Hay Holdings Limited's shares to IFG UK Holdings Limited, a subsidiary of IFG Group plc, for a cash consideration of approximately £29m. In addition, in 2010 the Group completed the disposal of certain leasing companies for cash consideration of approximately £221m.

 

The net assets disposed of during 2010 consisted of:

 

Group

 

Net assets disposed of:

2010

£m

Loans and advances to banks

50

Loans and advances to customers

518

Property, plant & equipment

1

Other assets

4

Deposits by banks

(26)

Deposits by customers

(222)

Other liabilities

(7)

Other provisions

(1)

Current tax liabilities

(10)

Deferred tax liabilities

(96)

211

Profit on disposal

39

250

Satisfied by:

Cash and cash equivalents

250

Less: Cash and cash equivalents in subsidiaries sold

-

Net cash inflow of sale

250

 

d) Acquisitions of subsidiaries and businesses

 

Acquisition of Santander Cards and Santander Consumer in 2010

Details of the assets and liabilities acquired, the consideration paid and the resulting goodwill identified, together with the cash payment made to satisfy the consideration are set out in Note 46.

 

41. ASSETS CHARGED AS SECURITY FOR LIABILITIES AND COLLATERAL ACCEPTED AS SECURITY FOR ASSETS

 

The following transactions are conducted under terms that are usual and customary to collateralised transactions, including, where relevant, standard securities lending and repurchase agreements.

 

a) Financial assets pledged to secure liabilities

 

The financial assets below are analysed between those assets accounted for on the balance sheet and off-balance sheet in accordance with IFRS.

 

Group

2011

£m

2010

£m

On balance sheet:

Treasury bills and other eligible securities

6,141

11,800

Cash

3,004

2,458

Loans and advances to customers - securitisations and covered bonds (See Note 19)

100,307

98,707

Debt securities

129

282

Equity securities

321

427

109,902

113,674

Off balance sheet:

Treasury bills and other eligible securities

16,245

24,332

Debt securities

7,779

10,993

Equity securities

195

116

24,219

35,441

 

 

The Group provides assets as collateral in the following areas of the business.

 

Sale and repurchase agreements

Subsidiaries of the Company enter into sale and repurchase agreements and similar transactions of equity and debt securities, which are accounted for as secured borrowings. Upon entering into such transactions, the subsidiaries provide collateral equal to 100%-131% of the borrowed amount. The carrying amount of assets that were so provided at 31 December 2011 was £26,232m (2010: £39,636m), of which £6,160m (2010: £nil) were classified as "loans and advances to customers - securitisations and covered bonds" in the table above.

 

Securitisations and covered bonds

As described in Note 19, the Company and certain of its subsidiaries enter into securitisation transactions whereby portfolios of residential mortgage loans and other loans are purchased by or assigned to special purpose securitisation companies, and have been funded through the issue of mortgage backed securities. Holders of the securities are only entitled to obtain payments of principal and interest to the extent that the resources of the securitisation companies are sufficient to support such payments and the holders of the securities have agreed in writing not to seek recourse in any other form. At 31 December 2011, £75,226m (2010: £75,267m) of loans were so assigned by the Group.

A subsidiary of the Company has also established a covered bond programme, whereby securities are issued to investors and are secured by a pool of ring-fenced residential mortgages. At 31 December 2011, the pool of ring-fenced residential mortgages for the covered bond programme was £25,081m (2010: £23,440m).

At 31 December 2011, total notes issued externally from secured programmes (securitisations and covered bonds) increased to £41,007m (2010: £30,355m), reflecting gross issuance of £17.1bn in 2011. At 31 December 2011, a total of £46,111m (2010: £49,852m) of notes issued under securitisation and covered bond programmes had also been retained internally, a proportion of which had been used as collateral for raising funds via third party bilateral secured funding transactions, which totalled £6.6bn at 31 December 2011, or for creating collateral which could in the future be used for liquidity purposes. 

 

Defined benefit pension schemes

As part of arrangements relating to the funding of the Group's defined benefit pension schemes, £nil (2010: £174m) of assets have been pledged to cover the Group's obligations.

 

Stock borrowing and lending agreements

Asset balances under stock borrowing and lending agreements represent stock lent by the Group. These balances amounted to £14,380m at 31 December 2011 (2010: £32,451m) and are offset by contractual commitments to return stock borrowed or cash received.

 

Derivatives business

In addition to the arrangements described above, collateral is also provided in the normal course of derivative business to counterparties. At 31 December 2011 £2,642m (2010: £1,832m) of such collateral in the form of cash had been provided by the Group and is included in the table above.

 

b) Collateral held as security for assets

Group

2011

£m

2010

£m

On balance sheet:

Trading liabilities

2,401

1,149

2,401

1,149

Off balance sheet:

Trading liabilities

23,357

47,501

Deposits by banks

2,054

1,660

25,411

49,161

 

Purchase and resale agreements

Subsidiaries of the Company also enter into purchase and resale agreements and similar transactions of equity and debt securities, which are accounted for as collateralised loans. Upon entering into such transactions, the subsidiaries receive collateral equal to 100%-105% of the loan amount. The level of collateral held is monitored daily and if required, further calls are made to ensure the market values of collateral remains equal to the loan balance. The subsidiaries are permitted to sell or repledge the collateral held in the absence of default. At 31 December 2011 the fair value of such collateral received was £11,776m (2010: £22,171m). Of the collateral received, almost all was sold or repledged. The subsidiaries have an obligation to return collateral that they have sold or pledged.

 

Structured transactions

As part of structured transactions entered into by subsidiaries of the Company, assets are received as collateral. At 31 December 2011, the fair value of such collateral was £526m (2010: £1,003m). Of the collateral received, £526m (2010: £1,003m) was sold or repledged, which the subsidiaries have an obligation to return.

 

Stock borrowing and lending agreements

Obligations under stock borrowing and lending agreements represent contractual commitments to return stock borrowed. These obligations totalling £13,109m at 31 December 2011 (2010: £25,986m) and are offset by a contractual right to receive stock lent by the Group.

 

Derivatives business

In addition to the arrangements described above, collateral is also received in the normal course of derivative business from counterparties. At 31 December 2011, £2,401m (2010: £1,149m) of such collateral in the form of cash had been received by the Group and is included in the table above.

 

Lending activities

In addition to the above collateral held as security for assets, the Group may obtain a charge over a customer's property in connection with its lending activities. See the "Credit Risk" section of the Risk Management Report for each business segment.

 

42. SHARE-BASED COMPENSATION

 

The Group operates share schemes and arrangements for eligible employees. The main current schemes are the Sharesave Schemes, the Long-Term Incentive Plan and the Deferred Shares Bonus Plan. The Group's other current arrangement and scheme, respectively, are free shares awarded to eligible employees and partnership shares. In addition, a small number of arrangements remain outstanding under the closed Executive Share Option scheme and the closed Alliance & Leicester Share Incentive Plan. All the share options and awards relate to shares in Banco Santander, S.A..

The amount charged to the income statement in respect of share-based payment transactions is set out in Note 6. The total carrying amount at the end of the period for liabilities arising from share-based payment transactions was £0.2m (2010: £2m, 2009: £7m), none of which had vested at 31 December 2011 (2010: nil). Cash received from the exercise of share options was £0.2m (2010: £2m, 2009: £1m).

The main current schemes are:

 

Sharesave Schemes

 

The Group launched its fourth HM Revenue & Customs approved Sharesave Scheme under Banco Santander, S.A. ownership in September 2011. The first three Sharesave Schemes were launched in September 2008, 2009 and 2010 under similar terms as the 2011 Scheme. Under these schemes, eligible employees may enter into contracts to save between £5 and £250 per month. At the expiry of a fixed term of three or five years after the grant date, the employees have the option to use these savings to acquire shares in Banco Santander, S.A. at a discount, calculated in accordance with the rules of the scheme. The discount is currently 20% of the average middle market quoted price of Banco Santander, S.A. shares over the first three dealing days prior to invitation. The vesting of awards under the scheme depends on continued employment with the Banco Santander, S.A. group. Participants in the scheme have six months from the date of vest in which the option can be exercised.

Prior to the Company's acquisition by Banco Santander, S.A. in 2004, the Company operated similar Sharesave schemes. All the remaining options granted under those schemes were exercised or forfeited during 2011. The options previously outstanding under those Sharesave schemes were included in the disclosures below.

The fair value of each Sharesave option for 2011, 2010 and 2009 has been estimated at the date of acquisition or grant using a partial differential equation model with the following assumptions:

 

2011

2010

2009

Risk free interest rate

1.7%-5.2%

1.7%-5.2%

2.5%-3.5%

Dividend growth

(2.6%)

8%

10%

Expected volatility of underlying shares based upon historical volatility over 5 years

20.3%-42.2%

20.3%-39.4%

29.0%-34.4%

Expected lives of options granted under 3 & 5 year schemes

3 & 5 years

3 & 5 years

3 & 5 years

 

With the exception of vesting conditions that include terms related to market conditions, vesting conditions included in the terms of the grant are not taken into account in estimating fair value. Non-market vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of the employee service so that ultimately, the amount recognised in the income statement reflects the number of vested shares or share options.

Where vesting conditions are related to market conditions, the charges for the services received are recognised regardless of whether or not the market related vesting conditions are met, provided that the non-market vesting conditions are met. Share price volatility has been based upon the range of implied volatility for the Banco Santander, S.A. shares at the strikes and tenors in which the majority of the sensitivities lie.

The following table summarises the movement in the number of share options during the year, together with the changes in weighted average exercise price over the same period.

 

 

 

 2011

 

 Number of options

'000s

Weighted average

exercise price

£

Options outstanding at the start of the year

8,927

7.09

Options granted during the year

7,725

4.46

Options exercised during the year

(43)

4.09

Options forfeited during the year

(5,348)

6.92

Options outstanding at the end of the year

11,261

5.37

Options exercisable at the end of the year

1,205

7.69

 

 

 

 Number of options

'000s

Weighted average

exercise price

£

2010

Options outstanding at the start of the year

8,713

7.24

Options granted during the year

3,360

6.46

Options exercised during the year

(73)

7.54

Options forfeited during the year

(3,073)

6.82

Options outstanding at the end of the year

8,927

7.09

Options exercisable at the end of the year

-

-

2009

Options outstanding at the start of the year

6,142

7.00

Options granted during the year

4,528

7.26

Options exercised during the year

(679)

3.85

Options forfeited during the year

(1,278)

7.48

Options outstanding at the end of the year

8,713

7.24

Options exercisable at the end of the year

-

-

 

The weighted average grant-date fair value of options granted under the Employee Sharesave scheme during the year was £0.79 (2010: £1.70, 2009: £3.09). The weighted average share price at the date the share options were exercised was £7.36 (2010: £8.01, 2009: £8.27).

The following table summarises the range of exercise prices and weighted average remaining contractual life of the options outstanding at 31 December 2011 and 2010.

 

Options outstanding

 

Range of exercise prices

Weighted average remaining contractual life

years

Weighted average exercise price

£

2011

Between £4 and £5

4

4.46

Between £6 and £7

3

6.46

Between £7 and £8

1

7.53

2010

Between £3 and £4

1

3.84

Between £6 and £7

5

6.46

Between £7 and £8

3

7.48

 

Long-Term Incentive Plan

 

Under the Santander Long-Term Incentive Plans granted on 1 July 2011, 1 July 2010, 1 July 2009, 21 June 2008 and 31 July 2007, certain Executive Directors, Key Management Personnel (as defined in Note 44) and other nominated individuals were granted conditional awards of shares in Banco Santander, S.A.. The amount of shares participants will receive depends on the performance of Banco Santander, S.A. during this period. The vesting of awards under the Santander Long-Term Incentive Plan depends on Santander's Total Shareholder Return ('TSR') performance against a competitor benchmark group. Awards made prior to 2009 also depend on Santander's Earnings Per Share ('EPS') performance against a competitor benchmark group, as follows.

The deferred share-based variable remuneration is implemented through a multiannual incentive plan, which is payable in shares of Banco Santander, S.A.. This plan involves successive three-year cycles of share deliveries to the beneficiaries, so that each year one cycle will begin and, from 2009 onwards, another cycle will end. The aim was to establish an appropriate sequence between the end of the incentive programme linked to the previous plan and the successive cycles of this plan.

The first two cycles commenced in July 2007, the first cycle having a duration of two years, known as Incentivos Largo Plazo ('ILP') 09 and the second cycle having a standard three year term (ILP10). The first cycle (ILP09) vested in July 2009, the second cycle (ILP10) vested in July 2010. In June 2008, June 2009, July 2010 and July 2011 the third, fourth, fifth and sixth cycles of the performance share plan (ILP11, ILP12, ILP13 and ILP14 respectively), all of which were to run for three years, were approved.

For each cycle, a maximum number of shares was established for each beneficiary who remains in the Group's employment for the duration of the plan. The targets, which, if met, will determine the number of shares to be delivered with respect to the cycles approved until June 2008, were defined by comparing the Banco Santander, S.A. group's performance with that of a benchmark group of financial institutions and were linked to two parameters, namely Banco Santander, S.A. TSR and growth in Banco Santander, S.A. EPS. The targets, which, if met, will determine the number of shares to be delivered under Plan ILP12, ILP13 and ILP14 are defined by comparing the Banco Santander, S.A. group's performance with that of a benchmark group of financial institutions and are linked to only one parameter, namely Banco Santander, S.A. TSR.

The ultimate number of shares to be delivered will be determined in each of the cycles by the degree of achievement of the targets on the third anniversary of commencement of each cycle (with the exception of the first cycle, for which the second anniversary was considered), and the shares will be delivered within a maximum period of seven months from the end of the cycle. At the end of the cycles of Plans ILP10 and ILP11, the TSR and the EPS growth will be calculated for Banco Santander, S.A. and each of the benchmark entities and the results will be ranked from first to last. Each of the two criteria (TSR and EPS growth) will be weighted at 50% in the calculation of the percentage of shares to be delivered, based on the following scale and in accordance with Banco Santander, S.A.'s relative position among the group of benchmark financial institutions:

 

 

Banco Santander, S.A.'s place in the TSR ranking

Percentage of maximum

shares to be delivered

%

Banco Santander, S.A.'s place in the EPS growth ranking

Percentage of maximum shares to be delivered

%

1st to 6th

50

1st to 6th

50

7th

43

7th

43

8th

36

8th

36

9th

29

9th

29

10th

22

10th

22

11th

15

11th

15

12th and below

-

12th and below

-

 

In the case of Plans ILP12, ILP13 and ILP14, the TSR criterion will determine the percentage of shares to be delivered, based on the following scale and in accordance with Banco Santander, S.A.'s relative position among the group of benchmark financial institutions:

 

ILP12 and ILP13

ILP14

Banco Santander, S.A.'s place in the

TSR ranking

Percentage of maximum shares to be delivered

%

Percentage of maximum shares to be delivered

%

1st to 5th

100.0

100.0

6th

82.5

86.0

7th

65.0

72.0

8th

47.5

58.0

9th

30.0

44.0

10th

-

30.0

11th and below

-

-

 

Any benchmark group entity that is acquired by another company, or whose shares cease trading or that ceases to exist will be excluded from the benchmark group. In an event of this or any similar nature, the comparison with the benchmark group will be performed in such a way that, for each of the measures considered (TSR and EPS growth, as appropriate), the maximum percentage of shares will be delivered if Banco Santander, S.A. ranks within the first quartile (including the 25th percentile) of the benchmark group; no shares will be delivered if Banco Santander, S.A. ranks below the median (50th percentile); 30% of the maximum amount of shares will be delivered if Banco Santander, S.A. is placed at the median. The linear interpolation method will be used for calculating the corresponding percentage for positions between the median and the first quartile.

Plans ILP09, ILP10 and ILP11 matured in 2009, 2010 and 2011, respectively. As established in the plans, the number of shares received by each beneficiary was determined by the degree of achievement of the targets to which each plan was tied and, since they fell short of the maximum number established, the unearned options were cancelled.

The fair value of each award under the Long-Term Incentive Plans for 2011, 2010, 2009 and 2008 has been estimated at the date of acquisition or grant using the same methodology used to value the Sharesave options. The expected lives of awards granted have been estimated as 3 years.

The following table summarises the movement in the number of conditional share awards during 2011 and 2010.

 

 

Long Term Incentive Plan

Number of awards

000s

2011

Conditional awards outstanding at the beginning of the year

6,098

Conditional awards granted during the year

1,786

Conditional awards exercised during the year

(1,560)

Conditional awards forfeited or cancelled during the year

 (177)

Conditional awards outstanding at the end of the year

6,147

2010

Conditional awards outstanding at the beginning of the year

5,711

Conditional awards granted during the year

2,264

Conditional awards exercised during the year

(1,644)

Conditional awards forfeited or cancelled during the year

(233)

Conditional awards outstanding at the end of the year

6,098

 

See Note 44 for details of conditional share awards made to certain Executive Directors, Other Key Management Personnel and other nominated individuals under the Long-Term Incentive Plan.

The weighted average grant-date fair value of conditional share awards granted during the year was £3.91 (2010: £4.79). At 31 December 2011, the weighted average remaining contractual life was two years (2010: two years).

 

Deferred Shares Bonus Plan

 

Deferred incentive awards are designed to align employee performance with shareholder value and encourage increased retention of senior employees. During 2011, in compliance with the FSA remuneration Code, Santander UK introduced the First Cycle of the Deferred Bonus Share Plan which includes Conditional Awarding. Employees who are awarded an annual performance incentive over a threshold level receive part of the incentive as a deferred award. Any deferred awards, including those in Banco Santander, S.A. shares, are dependant on future service. Deferral of the award is over a 3 year period, with delivery taking place on or around the anniversary of the initial incentive. For Code Staff, shares are subject to an additional one year retention period from the point of delivery.

Code Staff are required to defer either 40% or 60% of any incentive award (40% for annual performance incentives of no more than £500,000, 60% for incentives above this amount). Non-Code Staff employees are subject to a graduated system which ensures that those who receive higher value annual performance incentives are required to defer a greater proportion of the annual performance incentive award. Certain employees have a lower threshold, meaning that a higher portion of variable pay is subject to deferral.

Vesting of both deferred incentive awards and long-term incentive awards is subject to claw back in the event of deficient performance and prudent financial control provisions in accordance with the FSA Code.

 

The Group's other current arrangements and schemes are:

 

Free Shares

 

Following the acquisition of the Bradford & Bingley savings business in September 2008, the related eligible employees who transferred to the Group were given 100 free shares in Banco Santander, S.A. on 8 April 2009. A total of 0.1 million free shares were awarded, with a weighted average fair value of £0.5m.

In recognition of the Banco Santander, S.A. acquisition of Alliance & Leicester plc, all Alliance & Leicester eligible employees were given 100 free shares in Banco Santander, S.A. on 1 December 2008. A total of 0.7 million free shares were awarded, with a weighted average fair value of £3.5m. These shares were granted using an HM Revenue & Customs approved Share Incentive Plan.

All awards of free shares are held in trust on the employees' behalf for a minimum of three years. There are no vesting conditions attached to these shares, however if an employee resigns from the Group after three years but within five years from the date of the award, they will be liable for the taxable benefit received when the shares are taken out of the trust. If an employee resigns from the Group after five years or more from the date of the award, the employee will receive the shares as a tax free benefit.

 

Partnership Shares

 

In January 2006, the Group introduced a Partnership Shares scheme for eligible employees, which also operates under the SIP umbrella. Participants can elect to invest up to £1,500 per tax year from pre-tax salary to purchase Banco Santander, S.A. shares. Shares are held in trust for the participants. There are no vesting conditions attached to these shares, and no restrictions as to when the shares can be removed from the trust. However, if a participant chooses to sell the shares before the end of five years, they will be liable for the taxable benefit received when the shares are taken out of the trust. The shares can be released from trust after five years free of income tax and national insurance contributions. 614,126 shares remained outstanding at 31 December 2011 (2010: 601,014 shares).

 

In addition, 12,000 options remain outstanding and exercisable under the closed Executive Share Option Scheme with a weighted average exercise price of £4.54, and 98,641 shares remain outstanding under the closed Alliance & Leicester SIP partnership share scheme.

 

43. DIRECTORS' EMOLUMENTS AND INTERESTS

 

Ex gratia pensions paid to former Directors of the Company in 2011, which have been provided for previously, amounted to £14,211 (2010: £14,211, 2009: £22,341). In 1992, the Board decided not to award any new such ex gratia pensions.

There were no loans, quasi loans and credit transactions entered into or agreed by the Company or its subsidiaries with persons who are or were Directors, Other Key Management Personnel and each of their connected persons during the year except as described below:

 

 

 

Number of

Persons

No.

Aggregate amount

outstanding

£000

Other Key Management Personnel* - loans

2011

10

3,889

2010

3

678

* Other Key Management Personnel are defined as the Board and the Executive Committee of the Company who served during the year. The above excludes any overdraft facilities provided to Directors, Other Key Management Personnel and their connected persons in the ordinary course of business.

 

Secured and unsecured loans are made to Directors, Other Key Management Personnel and their connected persons in the ordinary course of business, with terms prevailing for comparable transactions and on the same terms and conditions as applicable to other employees within the Group. Such loans do not involve more than the normal risk of collectability or present any unfavourable features.

 

44. RELATED PARTY DISCLOSURES

 

a) Transactions with Directors, Other Key Management Personnel and each of their connected persons

 

Directors, Other Key Management Personnel and their connected persons have undertaken the following transactions with the Group in the course of normal banking and life assurance business.

 

 

 

2011

Number of directors

and Other Key Management Personnel(1)

No.

Amounts in respect of directors,

Other Key Management Personnel(1)

and their connected persons

£000

Secured loans, unsecured loans and overdrafts

At 1 January

3

678

Net movements in the year

7

3,211

At 31 December

10

3,889

Deposit, bank and instant access accounts and investments

At 1 January

13

10,100

Net movements in the year

6

(2,384)

At 31 December

19

7,716

Life assurance policies

At 1 January

-

-

Net movements in the year

-

-

At 31 December(2)

-

-

 

 

 

2010

Number of directors

and Other Key

Management Personnel(1)

No.

Amounts in respect of directors,

Other Key Management Personnel(1)

and their connected persons

£000

Secured loans, unsecured loans and overdrafts

At 1 January

4

838

Net movements in the year

(1)

(160)

At 31 December

3

678

Deposit, bank and instant access accounts and investments

At 1 January

15

7,379

Net movements in the year

(2)

2,721

At 31 December

13

10,100

Life assurance policies

At 1 January

3

1,888

Net movements in the year

(3)

(1,888)

At 31 December(2)

-

-

(1) Other Key Management Personnel are defined as the Board and the Executive Committee of the Company who served during the year.

(2) On 10 March 2010, Santander Private Banking UK Limited completed the disposal of James Hay Holdings Limited, together with its five subsidiary companies, by the sale of 100% of James Hay Holdings Limited's shares to IFG UK Holdings Limited, a subsidiary of IFG Group. As a result, any life assurance policies held with James Hay Holdings Limited or any of its subsidiaries are no longer considered related party transactions.

 

During the year ended 31 December 2011, no Directors undertook sharedealing transactions through the Group's execution only stockbroker (2010: no Directors) with an aggregate net value of £nil (2010: £nil).

Secured and unsecured loans are made to Directors, Other Key Management Personnel and their connected persons, in the ordinary course of business, with terms prevailing for comparable transactions and on the same terms and conditions as applicable to other employees within the Group. Such loans do not involve more than the normal risk of collectability or present any unfavourable features. Amounts deposited by Directors, Other Key Management Personnel and their connected persons earn interest at the same rates as those offered to the market or on the same terms and conditions applicable to other employees within the Group.

Life assurance policies and investments are entered into by Directors, Other Key Management Personnel and their connected persons on normal market terms and conditions, or on the same terms and conditions as applicable to other employees within the Group.

 

b) Remuneration of Key Management Personnel

 

The remuneration of the Directors, and Other Key Management Personnel of the Group, is set out in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the aggregate remuneration of the Directors is provided in the 'Directors' Remuneration' table in the Directors' Report on page 143.

 

 

Key management compensation

2011

£

2010

£

2009

£

Short-term employee benefits

19,208,174

9,388,377

12,172,113

Post employment benefits

210,910

342,575

319,319

Other long-term benefits

-

-

-

Termination benefits

-

-

1,162,500

Share-based payments

619,888

1,745,747

2,192,509

20,038,972

11,476,699

15,846,441

 

c) Santander Long-Term Incentive Plan

 

In 2011, no Executive Directors (2010: one, 2009: four) or Other Key Management Personnel (2010: six, 2009: six) were granted conditional awards of shares in Banco Santander, S.A. under the Santander Long-Term Incentive Plan (2010: total fair value of £610,656 based on a share price of euro 5.57). Under the Santander Long-Term Incentive Plans granted on 1 July 2010, 1 July 2009, 21 June 2008 and 31 December 2007, certain Executive Directors, Key Management Personnel (as defined in Note 44) and other nominated individuals were granted conditional awards of shares in Banco Santander, S.A..

The number of shares participants will receive depends on the performance of Banco Santander, S.A. during this period. The vesting of awards under the Santander Long-Term Incentive Plan depends on Santander's Total Shareholder Return performance against a competitor benchmark group. Awards made prior to 2009 also depend on Santander's Earnings Per Share performance against a competitor benchmark group. 90.79% of the 40% of the 2007 conditional award of shares vested in July 2009 and 90.79% of the remaining 60% of the 2007 conditional award vested in July 2010. Subject to performance conditions being met, 100% of the 2008 conditional award vested in July 2011, 100% of the 2009 conditional award will vest in July 2012 and 100% of the 2010 conditional award will vest in July 2013. In 2011, Long-Term Incentive Plan shares awarded in 2008 vested for one Director.

 

d) Parent undertaking and controlling party

 

The Company's immediate and ultimate parent and controlling party is Banco Santander, S.A.. The smallest and largest group into which the Group's results are included is the group accounts of Banco Santander, S.A., copies of which may be obtained from the Santander Shareholder Relations, 2 Triton Square, Regent's Place, London NW1 3AN.

 

e) Transactions with related parties

 

Transactions with related parties during the year and balances outstanding at the year end:

 

Group

Interest, fees and

other income received

Interest, fees and

other expenses paid

Amounts owed by

related parties

Amounts owed

to related parties

 

 

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2011

£m

2010

£m

Parent company

(163)

(326)

(99)

87

96

47

4,995

2,593

(6,644)

(3,691)

Fellow subsidiaries

(281)

(325)

(563)

709

674

412

272

331

(3,265)

(3,281)

Associates

(1)

(40)

(26)

-

-

1

-

-

-

-

(445)

(691)

(688)

796

770

460

5,267

2,924

(9,909)

(6,972)

 

Company

Interest, fees and

other income received

Interest, fees and

other expenses paid

Amounts owed by

related parties

Amounts owed

to related parties

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2009

£m

2011

£m

2010

£m

2011

£m

2010

£m

Parent company

-

(4)

(32)

64

66

5

4

10

(1,371)

(1,424)

Subsidiaries

(2,686)

(3,284)

(4,229)

4,777

5,278

6,399

99,535

125,737

(159,062)

(186,387)

Fellow subsidiaries

(205)

(243)

(224)

524

476

307

135

215

(2,320)

(2,340)

Associates

(1)

-

-

-

-

-

-

-

-

-

(2,892)

(3,531)

(4,485)

5,365

5,820

6,711

99,674

125,962

(162,753)

(190,151)

 

Further information on balances due from/(to) other Santander group companies is set out in the section "Balances with other Santander companies" in the Balance Sheet Business Review on pages 47 and 48. In addition, transactions with pension schemes operated by the Group are described in Note 37. The above transactions were made in the ordinary course of business and substantially on the same terms as for comparable transactions with third party counterparties andwithin limits acceptable to the UK Financial Services Authority. Such transactions do not involve more than the normal risk of collectability or present any unfavourable features.

 

In December 2010, the Group acquired a £2.2bn portfolio of loan facilities, consisting of £0.5bn drawn balances and £1.7bn of undrawn facilities, from Banco Santander, S.A., as part of an alignment of portfolios across the Banco Santander, S.A. group. In November 2010, the Group acquired a £1,820m portfolio of loans to banks, asset-backed securities and related credit derivatives from Banco Santander, S.A., as part of an alignment of portfolios across the Banco Santander, S.A. group.

In October and November 2010, a number of agreements were entered into between the Group and Banco Santander, S.A., and the Group and various Banco Santander, S.A. subsidiaries, to effect the acquisition of certain UK businesses owned by Banco Santander, S.A., as described in Note 46.

During 2010, euro 3,265m of the Group's holdings of AAA-rated prime mortgage-backed securities were sold to Banco Santander, S.A.. Although Banco Santander, S.A. is a related party of the Group, the transaction is considered to be a commercial deal, with a normal sharing of profits.

In May 2010, Alliance & Leicester plc transferred its business into Santander UK plc under a scheme allowed by Part VII of FSMA 2000. In accordance with Santander UK's accounting policy of accounting for internal reorganisations, the assets and liabilities of Alliance & Leicester plc were transferred to the Company at their book values in Alliance & Leicester plc (after adjusting for inter-company balances and unamortised acquisition adjustments) as described in Note 45.

 

45. TRANSFER OF THE BUSINESS OF ALLIANCE & LEICESTER PLC TO SANTANDER UK PLC IN 2010

 

On 28 May 2010, Alliance & Leicester plc transferred its business and certain associated liabilities to the Company pursuant to a court-approved business transfer scheme under Part VII of FSMA 2000. Following the transfer, the only business remaining in Alliance & Leicester plc was a small portfolio of corporate loans which had all been transferred into Santander UK plc by the end of 2011. In accordance with Santander UK's accounting policy of accounting for internal reorganisations, the assets and liabilities of the Alliance & Leicester business were transferred to the Company at their book values in Alliance & Leicester plc.

The principal purpose of the transfer was to increase the efficiency of the Group. The transfer provided benefits for Alliance & Leicester plc's customers now transferred to Santander UK plc and for Santander UK plc. This includes access to Santander UK's full product range plus use of approximately 1,400 branches (including agencies), four times as many branches previously available for Alliance & Leicester customers. By rationalising systems and improving the sales and risk management processes through having a single view of customers' dealings, Santander UK plc also benefited from the significant synergies that were announced to the market at the time of the acquisition of Alliance & Leicester plc by Banco Santander, S.A. in 2008.

A summary of the net assets transferred to the Company, after adjusting for inter-company balances and unamortised acquisition adjustments is as follows:

 

2010

Company

Net assets transferred:

£m

Assets

Cash and balances at central banks

474

Derivative financial instruments

639

Financial assets designated at fair value

43

Loans and advances to banks

35,027

Loans and advances to customers

50,264

Available-for-sale securities

8

Loans and receivables securities

7,715

Macro hedge of interest rate risk

204

Investment in subsidiaries

(1,216)

Intangible assets

820

Property, plant and equipment

127

Other assets, tax assets and lease assets

1,015

Liabilities

Deposits by banks

45,407

Deposits by customers

41,796

Derivative financial instruments

440

Trading liabilities

3

Financial liabilities designated at fair value

34

Debt securities in issue

5,351

Subordinated liabilities

929

Other liabilities, tax liabilities, provisions and retirement benefit obligations

856

Net assets

1,586

 

The reduction in the 'Investment in subsidiaries' balance represents the adjustment to the previous investment in Alliance & Leicester plc which was held by the Company. The Alliance & Leicester plc preference shares did not transfer under the Part VII scheme. Therefore, holders of those preference shares were given the opportunity to exchange them for new preference shares in the Company (on substantially the same terms) by way of the scheme of arrangement under Part 26 of the UK Companies Act 2006, as described in Note 39.

 

46. ACQUISITIONS AND PLANNED ACQUISITIONS

 

a) Acquisition of certain UK businesses owned by Banco Santander, S.A. in 2010

 

In October and November 2010, a number of agreements were entered into between the Group and Banco Santander, S.A., and the Group and various Banco Santander, S.A. subsidiaries, to effect the acquisition of certain UK businesses owned by Banco Santander, S.A.. For historic reasons, following Banco Santander, S.A.'s acquisition of the Company in 2004, certain UK-related interests were held or acquired by Banco Santander, S.A. (or certain of its non-UK subsidiaries) outside of the Group's corporate structure. The principal purpose of the acquisitions was to bring some of these interests of Banco Santander, S.A. in the UK under the corporate structure of the Group in furtherance of the Group's objective to become a full-service commercial bank and to optimise the capital, liquidity, funding and overall financial efficiency of the Santander group.

In October and November 2010, the Group acquired:

Santander Cards Limited and Santander Cards (UK) Limited (and its subsidiaries), which conduct the Banco Santander, S.A. group's provision of store cards to retailers, credit cards and related financial products and other unsecured consumer finance products in the UK, and Santander Cards Ireland Limited, which conducts the Santander group's provision of credit card finance by way of credit cards and store cards in the Republic of Ireland;

Santander Consumer (UK) plc (of which the Group already held 49.9%), which carries on the Banco Santander, S.A. group's provision of finance facilities and the contract purchase of motor vehicles and equipment in the UK and also provides wholesale funding facilities to preferential dealers in the UK; and

Santander PB UK (Holdings) Limited (and its subsidiaries), (of which the Group already held 51% of its subsidiary Santander Private Banking UK Limited) which carries on the Group's provision of private banking services in the UK;

 

The aggregate consideration paid by the Group for these businesses was £1,451m. The following table shows the amounts recognised at the acquisition date for the net assets acquired:

 

2010

Group

 

Net assets acquired:

Cards

£m

Consumer

£m

Total

£m

Assets

Loans and advances to banks

63

50

113

Loans and advances to customers

2,509

2,721

5,230

Other assets

199

27

226

Liabilities

Deposits by banks

(1,905)

(2,524)

(4,429)

Deposits by customers

(57)

-

(57)

Other liabilities

(174)

(78)

(252)

Net identified assets and liabilities

635

196

831

Fair value of 49.9% interest previously held

-

(186)

(186)

Goodwill

456

175

631

Consideration

1,091

185

1,276

Satisfied by:

Cash and cash equivalents

(1,091)

(185)

(1,276)

Less: Cash and cash equivalents in businesses acquired

13

20

33

Net cash outflow

(1,078)

(165)

(1,243)

 

The goodwill is attributable to the anticipated increase in revenues arising from a strengthened market position and greater critical mass, and the anticipated future operating cost synergies arising from the elimination of duplicated back office and support functions. Intangible assets in respect of marketing rights and computer software were identified. The value of the marketing rights was £16m and of the computer software was £29m, which have been separately recognised. No other intangible assets were identified, including any relating to brands, customer lists, key employees, patents or intellectual property rights.

In 2010, the Group recognised a gain of £87m on the revaluation of its original 49.9% holding in Santander Consumer (UK) plc as a result of re-measuring this equity interest at fair value on the date of acquisition. The gain was included in 'Net trading and other income' in the Consolidated Income Statement.

The total operating income and profit before tax, included in the Consolidated Statement of Comprehensive Income in 2010 contributed by the Santander Cards and Santander Consumer businesses since their acquisition, were £82m and £9m respectively. Had these entities been consolidated from 1 January 2010, the Group would have included total operating income of £512m and profit before tax of £82m for the year.

No financial information has been presented for acquisition of the remaining 49% of Santander Private Banking UK Limited for £175m as the Group previously consolidated 100% of this entity and recognised a non-controlling interest reflecting the 49% owned by Santander PB UK (Holdings) Limited. The effect of the acquisition of the remaining 49% of Santander Private Banking UK Limited (by way of the purchase of 100% of Santander PB UK (Holdings) Limited) was only to remove the non-controlling interest. The difference of £28m between the consideration paid and the book value of the non-controlling interest was recognised in equity reflecting the change in the Group's ownership interest.

 

Analysis of loans and receivables acquired:

 

2010

Fair value

£m

Gross contractual amounts receivable

£m

Estimated uncollectible gross contractual amounts receivable

£m

Loans and advances to banks

398

398

-

Loans and advances to customers

5,313

5,637

324

5,711

6,035

324

 

b) Planned acquisition of Royal Bank of Scotland branches

 

On 4 August 2010, the Company announced its agreement to acquire (subject to certain conditions) bank branches and business banking centres and associated assets and liabilities from the Royal Bank of Scotland group for a premium of £350m to net assets at closing. The consideration will be paid in cash and is subject to certain closing adjustments. The transaction now includes: 308 Royal Bank of Scotland branches in England and Wales; 6 NatWest branches in Scotland; the retail and SME customer accounts attached to these branches; the Direct SME business; and certain mid-corporate businesses. EC/UK merger control clearance was received on 15 October 2010 and HMRC clearance was also received during the fourth quarter. The separation and transfer process is underway with the current expectation that the transaction will not complete before the fourth quarter of 2012, subject to certain conditions.

The acquisition will be a key step in fulfilling our ambition to be a full-service commercial bank as we complement our strong retail offering with an increased presence with SMEs. For Santander UK, the result over the medium term will be a far more balanced business mix, with approximately 70% of our business being retail banking, against 80% currently, and the balance being an expanded business and corporate banking presence along with the existing Markets business. The acquisition will add to our retail banking business but importantly will double our market share in SMEs and in mid-corporate banking.

 

47. FINANCIAL INSTRUMENTS

 

a) Measurement basis of financial assets and liabilities

 

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. Note 1 describes how the classes of financial instruments are measured, and how income and expenses, including fair value gains and losses, are recognised. The following tables analyse the Group's financial instruments into those measured at fair value and those measured at amortised cost in the balance sheet:

 

Group

Held at fair value

Held at amortised cost

Non-financial assets/ liabilities

Total

 

31 December 2011

Trading

Derivatives designated as hedges

Designated

at fair value through P&L

Available-

for-sale

Financial

assets at

amortised cost

Financial liabilities at amortised cost

£m

£m

£m

£m

£m

£m

£m

£m

Assets

Cash & balances at central banks

-

-

-

-

25,980

-

-

25,980

Trading assets

21,891

-

-

-

-

-

-

21,891

Derivative financial instruments

27,394

3,386

-

-

-

-

-

30,780

Financial assets designated at FVTPL

-

-

5,005

-

-

-

-

5,005

Loans and advances to banks

-

-

-

-

4,487

-

-

4,487

Loans and advances to customers

-

-

-

-

201,069

-

-

201,069

Available-for-sale securities

-

-

-

46

-

-

-

46

Loans and receivables securities

-

-

-

-

1,771

-

-

1,771

Macro hedge of interest rate risk

-

-

-

-

1,221

-

-

1,221

Intangible assets

-

-

-

-

-

-

2,142

2,142

Property, plant and equipment

-

-

-

-

-

-

1,596

1,596

Deferred tax assets

-

-

-

-

-

-

257

257

Retirement benefit assets

-

-

-

-

-

-

241

241

Other assets

-

-

-

-

-

-

1,088

1,088

49,285

3,386

5,005

46

234,528

-

5,324

297,574

Liabilities

Deposits by banks

-

-

-

-

-

11,626

-

11,626

Deposits by customers

-

-

-

-

-

148,342

-

148,342

Derivative financial liabilities

27,787

1,393

-

-

-

-

-

29,180

Trading liabilities

25,745

-

-

-

-

-

-

25,745

Financial liabilities designated at FVTPL

-

-

6,837

-

-

-

-

6,837

Debt securities in issue

-

-

-

-

-

52,651

-

52,651

Subordinated liabilities

-

-

-

-

-

6,499

-

6,499

Other liabilities

-

-

-

-

-

2,571

-

2,571

Provisions

-

-

-

-

-

-

970

970

Current tax liabilities

-

-

-

-

-

-

271

271

Retirement benefit obligations

-

-

-

-

-

-

216

216

53,532

1,393

6,837

-

-

221,689

1,457

284,908

 

 

 

Company

Held at fair value

Held at amortised cost

Non-

Total

 

31 December 2011

Trading

 

Derivatives designated as hedges

Designated at fair value through P&L

Available-for-sale

Financial

assets at

amortised cost

Financial liabilities at amortised cost

financial assets/ liabilities

£m

£m

£m

£m

£m

£m

£m

£m

Assets

Cash and balances at central banks

-

-

-

-

18,958

-

-

18,958

Derivative financial instruments

4,044

1,957

-

-

-

-

-

6,001

Financial assets designated at FVTPL

-

-

45

-

-

-

-

45

Loans and advances to banks

-

-

-

-

90,716

-

-

90,716

Loans and advances to customers

-

-

-

-

181,972

-

-

181,972

Available for sale securities

-

-

-

34

-

-

-

34

Loans and receivables securities

-

-

-

-

5,202

-

-

5,202

Macro hedge of interest rate risk

-

-

-

-

32

-

-

32

Investment in subsidiary undertakings

-

-

-

-

-

-

6,995

6,995

Intangible assets

-

-

-

-

-

-

1,458

1,458

Property, plant and equipment

-

-

-

-

-

-

1,182

1,182

Current tax assets

-

-

-

-

-

-

154

154

Deferred tax assets

-

-

-

-

-

-

275

275

Retirement benefit assets

-

-

-

-

-

-

237

237

Other assets

-

-

-

-

-

-

965

965

4,044

1,957

45

34

296,880

-

11,266

314,226

Liabilities

Deposits by banks

-

-

-

-

-

112,278

-

112,278

Deposits by customers

-

-

-

-

-

175,067

-

175,067

Derivative financial liabilities

1,207

-

-

-

-

-

-

1,207

Financial liabilities designated at FVTPL

-

-

1

-

-

-

-

1

Debt securities in issue

-

-

-

-

-

1,609

-

1,609

Subordinated liabilities

-

-

-

-

-

6,564

-

6,564

Other liabilities

-

-

-

-

-

2,121

-

2,121

Provisions

-

-

-

-

-

-

912

912

Retirement benefit obligations

-

-

-

-

-

-

216

216

1,207

-

1

-

-

297,639

1,128

299,975

 

 

Group

Held at fair value

Held at amortised cost

Non-financial assets/ liabilities

Total

31 December 2010

Trading

Derivatives designated as hedges

Designated

at fair value through P&L

Available-

for-sale

Financial

assets at

amortised cost

Financial liabilities at amortised cost

£m

£m

£m

£m

£m

£m

£m

£m

Assets

Cash & balances at central banks

-

-

-

-

26,502

-

-

26,502

Trading assets

35,461

-

-

-

-

-

-

35,461

Derivative financial instruments

21,951

2,426

-

-

-

-

-

24,377

Financial assets designated at FVTPL

-

-

6,777

-

-

-

-

6,777

Loans and advances to banks

-

-

-

-

3,852

-

-

3,852

Loans and advances to customers

-

-

-

-

195,132

-

-

195,132

Available-for-sale securities

-

-

-

175

-

-

-

175

Loans and receivables securities

-

-

-

-

3,610

-

-

3,610

Macro hedge of interest rate risk

-

-

-

-

1,091

-

-

1,091

Intangible assets

-

-

-

-

-

-

2,178

2,178

Property, plant and equipment

-

-

-

-

-

-

1,705

1,705

Current tax assets

-

-

-

-

-

-

277

277

Deferred tax assets

-

-

-

-

-

-

566

566

Other assets

-

-

-

-

1,081

-

76

1,157

57,412

2,426

6,777

175

231,268

-

4,802

302,860

Liabilities

Deposits by banks

-

-

-

-

-

7,784

-

7,784

Deposits by customers

-

-

-

-

-

152,643

-

152,643

Derivative financial liabilities

20,390

2,015

-

-

-

-

-

22,405

Trading liabilities

42,827

-

-

-

-

-

-

42,827

Financial liabilities designated at FVTPL

-

-

3,687

-

-

-

-

3,687

Debt securities in issue

-

-

-

-

-

51,783

-

51,783

Subordinated liabilities

-

-

-

-

-

6,372

-

6,372

Other liabilities

-

-

-

-

-

1,962

64

2,026

Provisions

-

-

-

-

-

-

185

185

Current tax liabilities

-

-

-

-

-

-

492

492

Deferred tax liabilities

-

-

-

-

-

-

209

209

Retirement benefit obligations

-

-

-

-

-

-

173

173

63,217

2,015

3,687

-

-

220,544

1,123

290,586

 

Company

 

Held at fair value

Held at amortised cost

Non-financial assets/ liabilities

Total

 

31 December 2010

Trading

Derivatives designated as hedges

Designated

at fair value through P&L

Available-

for-sale

Financial

assets at

amortised cost

Financial liabilities at amortised cost

£m

£m

£m

£m

£m

£m

£m

£m

 

Assets

 

Cash and balances at central banks

-

-

-

-

21,408

-

-

21,408

 

Derivative financial instruments

1,770

1,224

-

-

-

-

-

2,994

 

Financial assets designated at FVTPL

-

-

5,126

-

-

-

-

5,126

 

Loans and advances to banks

-

-

-

-

115,957

-

-

115,957

 

Loans and advances to customers

-

-

-

-

179,223

-

-

179,223

 

Available for sale securities

-

-

-

38

-

-

-

38

 

Loans and receivables securities

-

-

-

-

5,378

-

-

5,378

 

Macro hedge of interest rate risk

-

-

-

-

114

-

-

114

 

Investment in subsidiary undertakings

-

-

-

-

-

-

6,869

6,869

 

Investment in associated undertakings

-

-

-

-

-

-

1

1

 

Intangible assets

-

-

-

-

-

-

1,407

1,407

 

Property, plant and equipment

-

-

-

-

-

-

1,204

1,204

 

Current tax assets

-

-

-

-

-

-

212

212

 

Deferred tax assets

-

-

-

-

-

-

379

379

 

Other assets

-

-

-

-

951

-

54

1,005

 

1,770

1,224

5,126

38

323,031

-

10,126

341,315

 

 

Liabilities

 

Deposits by banks

-

-

-

-

-

146,240

-

146,240

 

Deposits by customers

-

-

-

-

-

170,579

-

170,579

 

Derivative financial liabilities

1,099

-

-

-

-

-

-

1,099

 

Financial liabilities designated at FVTPL

-

-

30

-

-

-

-

30

 

Debt securities in issue

-

-

-

-

-

3,177

-

3,177

 

Subordinated liabilities

-

-

-

-

-

6,438

-

6,438

 

Other liabilities

-

-

-

-

-

1,796

-

1,796

 

Provisions

-

-

-

-

-

-

156

156

 

Current tax liabilities

-

-

-

-

-

-

14

14

 

Retirement benefit obligations

-

-

-

-

-

-

177

177

 

1,099

-

30

-

-

328,230

347

329,706

 

 

b) Fair values of financial instruments carried at amortised cost

 

The following tables analyse the fair value of financial instruments not measured at fair value in the balance sheet:

 

Group

31 December 2011

Carrying value

£m

Fair value

£m

Surplus/(deficit)

£m

Assets

Cash and balances at central banks

25,980

25,980

-

Loans and advances to banks

4,487

4,487

-

Loans and advances to customers

201,069

206,725

5,656

Loans and receivables securities

1,771

1,553

(218)

Liabilities

Deposits by banks

11,626

11,644

(18)

Deposits by customers

148,342

149,424

(1,082)

Debt securities in issue

52,651

52,420

231

Subordinated liabilities

6,499

7,305

(806)

 

Company

 31 December 2011

Carrying value

£m

Fair value

£m

Surplus/(deficit)

£m

Assets

Cash and balances at central banks

18,958

18,958

-

Loans and advances to banks

90,716

91,440

724

Loans and advances to customers

181,972

187,619

5,647

Loans and receivables securities

5,202

4,996

(206)

Liabilities

Deposits by banks

112,278

113,983

(1,705)

Deposits by customers

175,067

176,014

(947)

Debt securities in issue

1,609

1,629

(20)

Subordinated liabilities

6,564

7,370

(806)

 

Group

31 December 2010

Carrying value

£m

Fair value

£m

Surplus/(deficit)

£m

Assets

Cash and balances at central banks

26,502

26,502

-

Loans and advances to banks

3,852

3,852

-

Loans and advances to customers

195,132

200,546

5,414

Loans and receivables securities

3,610

3,310

(300)

Liabilities

Deposits by banks

7,784

7,923

(139)

Deposits by customers

152,643

153,419

(776)

Debt securities in issue

51,783

51,874

(91)

Subordinated liabilities

6,372

7,752

(1,380)

 

Company

 31 December 2010

Carrying value

£m

Fair value

£m

Surplus/(deficit)

£m

Assets

Cash and balances at central banks

21,408

21,408

-

Loans and advances to banks

115,957

116,406

449

Loans and advances to customers

179,223

184,471

5,248

Loans and receivables securities

5,378

5,078

(300)

Liabilities

Deposits by banks

146,240

147,969

(1,729)

Deposits by customers

170,579

171,360

(781)

Debt securities in issue

3,177

3,200

(23)

Subordinated liabilities

6,438

7,818

(1,380)

 

The surplus/(deficit) in the table above represents the surplus/(deficit) of fair value compared to the carrying amount of those financial instruments for which fair values have been estimated. The carrying value above of any financial assets and liabilities that are designated as hedged items in a portfolio (or macro) fair value hedge relationship excludes gains and losses attributable to the hedged risk, as this is presented as a single separate line item on the balance sheet.

 

Valuation methodology

The fair value of financial instruments is the estimated amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. If a quoted market price is available for an instrument, the fair value is calculated based on the market price. Where quoted market prices are not available, fair value is determined using pricing models which use a mathematical methodology based on accepted financial theories, depending on the product type and its components. Further information on fair value measurement can be found in Note 1 and the valuation techniques section below.

 

Fair value management

The fair value exposures, as tabled above, are managed by using a combination of hedging derivatives and offsetting on balance sheet positions. The approach to specific categories of financial instruments is described below.

 

(i) Assets:

Cash and balances at central banks

The carrying amount of cash and balances at central banks is deemed a reasonable approximation of the fair value.

 

Loans and advances to banks

The fair value of loans and advances to banks has been estimated using the same valuation technique for financial instruments accounted for at fair value as described in the valuation techniques section below.

 

Loans and advances to customers

Loans and advances to personal customers are made both at variable and at fixed rates. As there is no active secondary market in the UK for such loans and advances, there is no reliable market value available for such a significant portfolio.

 

a) Variable rate

The Directors believe that the carrying value of the variable rate loans may be assumed to be their fair value.

 

b) Fixed rate

Certain of the loans secured on residential properties are at a fixed rate for a limited period, typically two to five years from their commencement. At the end of this period these loans revert to the relevant variable rate. The excess of fair value over carrying value of each of these loans has been estimated by reference to the market rates available at the balance sheet date for similar loans of maturity equal to the remaining fixed period.

 

Loan and receivable securities

These debt securities are valued with the assistance of valuations prepared by an independent, specialist valuation firm.

 

(ii) Liabilities:

Deposits by banks

The fair value of deposits by banks has been estimated using the same valuation technique for financial instruments accounted for at fair value as described in the Valuation techniques section below.

 

Deposits by customers

The majority of deposit liabilities are payable on demand and therefore can be deemed short-term in nature with the fair value equal to the carrying value. However, given the long-term and continuing nature of the relationships with the Group's customers, the Directors believe there is significant value to the Group in this source of funds. Certain of the deposit liabilities are at a fixed rate until maturity. The deficit of fair value over carrying value of these liabilities has been estimated by reference to the market rates available at the balance sheet date for similar deposit liabilities of similar maturities.

The fair value of such deposits liabilities has been estimated using the same valuation technique for financial instruments accounted for at fair value as described in the Valuation techniques section below.

 

Debt securities in issue and subordinated liabilities

Where reliable prices are available, the fair value of debt securities in issue and subordinated liabilities has been calculated using quoted market prices. Other market values have been determined using the same valuation technique for financial instruments accounted for at fair value as described in the Valuation techniques section below.

 

c) Fair value valuation bases of financial instruments carried at fair value

 

The following tables summarise the fair values at 31 December 2011 and 2010 of the financial asset and liability classes accounted for at fair value, analysed by the valuation methodology used by the Group to determine their fair value. The tables also disclose the percentages that the recorded fair values of financial assets and liabilities represent of the total assets and liabilities, respectively, that are recorded at fair value in the balance sheet:

 

Group

31 December 2011

Internal models based on

Balance sheet category

Quoted prices in active markets

(Level 1)

Market

observable data

(Level 2)

Significant unobservable data

(Level 3)

 

Total

Valuation technique

£m

%

£m

%

£m

%

£m

%

Assets

Trading assets

Loans and advances to banks

-

-

6,144

11

-

-

6,144

11

A

Loans and advances to customers

-

-

6,687

12

-

-

6,687

12

A

Debt securities

8,711

15

-

-

-

-

8,711

15

-

Equity securities

349

1

-

-

-

-

349

1

-

Derivative assets

Exchange rate contracts

-

-

2,735

5

70

-

2,805

5

A

Interest rate contracts

54

-

26,674

46

-

-

26,728

46

A & C

Equity and credit contracts

407

-

657

2

171

-

1,235

2

B & D

Commodity contracts

-

-

12

-

-

-

12

-

A

Financial assets at FVTPL

Loans and advances to customers

-

-

4,318

7

58

-

4,376

7

A

Debt securities

-

-

328

1

301

1

629

1

A & B

Available-for-sale financial

Equity securities

36

-

10

-

-

-

46

-

B

assets

Total assets at fair value

9,557

16

47,565

83

600

1

57,722

100

Liabilities

Trading liabilities

Deposits by banks

-

-

14,508

24

-

-

14,508

24

A

Deposits by customers

-

-

10,482

17

-

-

10,482

17

A

Short positions

755

1

-

-

-

-

755

1

-

Derivative liabilities

Exchange rate contracts

-

-

1,391

2

-

-

1,391

2

A

Interest rate contracts

41

-

25,107

41

-

-

25,148

41

A & C

Equity and credit contracts

1,240

-

88

4

73

-

1,401

4

B

Commodity contracts

-

-

11

-

-

-

11

-

A

Financial liabilities at FVTPL

Debt securities in issue

-

-

6,696

11

141

-

6,837

11

A

Total liabilities at fair value

2,036

1

58,283

99

214

-

60,533

100

 

Group

31 December 2010

Internal models based on

Balance sheet category

Quoted prices in active markets

(Level 1)

Market

observable data

(Level 2)

Significant unobservable data

(Level 3)

 

Total

Valuation technique

£m

%

£m

%

£m

%

£m

%

Assets

Trading assets

Loans and advances to banks

-

-

8,281

12

-

-

8,281

12

A

Loans and advances to customers

-

-

8,659

13

-

-

8,659

13

A

Debt securities

17,821

27

-

-

-

-

17,821

27

-

Equity securities

699

1

1

-

-

-

700

1

B

Derivative assets

Exchange rate contracts

-

-

3,474

5

61

-

3,535

5

A

Interest rate contracts

3

-

18,681

28

-

-

18,684

28

A & C

Equity and credit contracts

741

1

1,247

2

170

-

2,158

3

B & D

Financial assets at FVTPL

Loans and advances to banks

-

-

11

-

-

-

11

-

A

Loans and advances to customers

-

-

5,418

8

50

-

5,468

8

A

Debt securities

-

-

989

2

309

1

1,298

3

A & B

Available-for-sale financial

Debt securities

125

-

-

-

-

-

125

-

-

assets

Equity securities

26

-

24

-

-

-

50

-

B

Total assets at fair value

19,415

29

46,785

70

590

1

66,790

100

Liabilities

Trading liabilities

Deposits by banks

-

-

25,738

37

-

-

25,738

37

A

Deposits by customers

-

-

15,971

23

-

-

15,971

23

A

Short positions

1,118

2

-

-

-

-

1,118

2

-

Derivative liabilities

Exchange rate contracts

-

-

1,056

2

-

-

1,056

2

A

Interest rate contracts

10

-

18,344

27

-

-

18,354

27

A & C

Equity and credit contracts

145

-

2,748

4

102

-

2,995

4

B

Financial liabilities at FVTPL

Deposits by customers

-

-

5

-

-

-

5

-

A

Debt securities in issue

-

-

3,545

5

137

-

3,682

5

A

Total liabilities at fair value

1,273

2

67,407

98

239

-

68,919

100

 

Company

31 December 2011

Internal models based on

Balance sheet category

Quoted prices in active markets

(Level 1)

Market

observable data

(Level 2)

Significant unobservable data

(Level 3)

 

Total

Valuation technique

£m

%

£m

%

£m

%

£m

%

Assets

Derivative assets

Exchange rate contracts

-

-

1,310

21

-

-

1,310

21

A

Interest rate contracts

-

-

4,671

77

-

-

4,671

77

A & C

Equity and credit contracts

-

-

20

-

-

-

20

-

B

Financial assets at FVTPL

Loans and advances to customers

-

-

45

1

-

-

45

1

A

Available-for-sale financial

Equity securities

25

1

9

-

-

-

34

1

B

assets

Total assets at fair value

25

1

6,055

99

-

-

6,080

100

Liabilities

Derivative liabilities

Exchange rate contracts

-

-

39

3

-

-

39

3

A

Interest rate contracts

-

-

960

80

-

-

960

80

A & C

Equity and credit contracts

-

-

208

17

-

-

208

17

B

Financial liabilities at FVTPL

Debt securities in issue

-

-

1

-

-

-

1

-

A

Total liabilities at fair value

-

-

1,208

100

-

-

1,208

100

 

Company

31 December 2010

Internal models based on

Balance sheet category

Quoted prices in active markets

(Level 1)

Market

observable data

(Level 2)

Significant unobservable data

(Level 3)

 

Total

Valuation technique

£m

%

£m

%

£m

%

£m

%

Assets

Derivative assets

Exchange rate contracts

-

-

1,002

12

-

-

1,002

12

A

Interest rate contracts

-

-

1,955

24

-

-

1,955

24

A & C

Equity and credit contracts

-

-

37

-

-

-

37

-

B

Financial assets at FVTPL

Loans and advances to banks

-

-

55

1

-

-

55

1

A

Loans and advances to customers

-

-

44

1

-

-

44

1

A

Debt securities

-

-

5,027

62

-

-

5,027

62

A

Available-for-sale financial

Equity securities

14

-

24

-

-

-

38

-

B

assets

Total assets at fair value

14

-

8,144

100

-

-

8,158

100

Liabilities

Derivative liabilities

Exchange rate contracts

-

-

31

3

-

-

31

3

A

Interest rate contracts

-

-

870

77

-

-

870

77

A & C

Equity and credit contracts

-

-

198

18

-

-

198

18

B

Financial liabilities at FVTPL

Deposits by customers

-

-

5

-

-

-

5

-

A

Debt securities in issue

-

-

25

2

-

-

25

2

A

Total liabilities at fair value

-

-

1,129

100

-

-

1,129

100

 

 

The following tables present the fair values at 31 December 2011 and 2010 of the above financial assets and liabilities by product, analysed by the valuation methodology used by the Group to determine their fair value. The tables also disclose the percentages that the recorded fair values of products represent of the total assets and liabilities, respectively, that are recorded at fair value in the balance sheet:

 

 

Group

 

31 December 2011

Internal models based on

 

Product

Quoted prices in

active markets

Market observable data

Significant unobservable data

Total

 

 

£m

%

£m

%

£m

%

£m

%

 

 

Assets

 

 

Government and government-guaranteed debt securities

2,943

5

-

-

-

-

2,943

5

 

 

Asset-backed securities

-

-

328

1

301

1

629

2

 

 

Floating rate notes

5,768

10

-

-

-

-

5,768

10

 

 

Other debt securities

-

-

-

-

58

-

58

-

 

 

UK Social housing association loans

-

-

4,318

7

-

-

4,318

7

 

 

Term deposits and money market instruments

-

-

12,831

22

-

-

12,831

22

 

 

Exchange rate derivatives

-

-

2,735

5

70

-

2,805

5

 

 

Interest rate derivatives

54

-

26,674

46

-

-

26,728

46

 

 

Equity & credit derivatives

407

-

657

2

171

-

1,235

2

 

 

Commodity derivatives

-

-

12

-

-

-

12

-

 

 

Ordinary shares and similar securities

385

1

10

-

-

-

395

1

 

 

9,557

16

47,565

83

600

1

57,722

100

 

 

Liabilities

 

 

Exchange rate derivatives

-

-

1,391

2

-

-

1,391

2

 

 

Interest rate derivatives

41

-

25,107

41

-

-

25,148

41

 

 

Equity & credit derivatives

1,240

-

88

4

73

-

1,401

4

 

 

Commodity derivatives

-

-

11

-

-

-

11

-

 

 

Deposits and debt securities in issue

755

1

31,686

52

-

-

32,441

53

 

 

Debt securities in issue

-

-

-

-

141

-

141

-

 

2,036

1

58,283

99

214

-

60,533

100

 

 

 

Group

 

31 December 2010

Internal models based on

 

Product

Quoted prices in

active markets

Market observable data

Significant unobservable data

Total

 

 

£m

%

£m

%

£m

%

£m

%

 

 

Assets

 

 

Government and government-guaranteed debt securities

6,755

10

-

-

-

-

6,755

10

 

 

Asset-backed securities

-

-

989

2

309

1

1,298

3

 

 

Floating rate notes

10,901

16

-

-

-

-

10,901

16

 

 

Other debt securities

290

1

-

-

50

-

340

1

 

 

UK Social housing association loans

-

-

5,418

8

-

-

5,418

8

 

 

Term deposits and money market instruments

-

-

16,951

25

-

-

16,951

25

 

 

Exchange rate derivatives

-

-

3,474

5

61

-

3,535

5

 

 

Interest rate derivatives

3

-

18,681

28

-

-

18,684

28

 

 

Equity & credit derivatives

741

1

1,247

2

170

-

2,158

3

 

 

Ordinary shares and similar securities

725

1

25

-

-

-

750

1

 

 

19,415

29

46,785

70

590

1

66,790

100

 

 

Liabilities

 

 

Exchange rate derivatives

-

-

1,056

2

-

-

1,056

2

 

 

Interest rate derivatives

10

-

18,344

27

-

-

18,354

27

 

 

Equity & credit derivatives

145

-

2,748

4

102

-

2,995

4

 

 

Deposits and debt securities in issue

1,118

2

45,259

65

-

-

46,377

67

 

 

Debt securities in issue

-

-

-

-

137

-

137

-

 

1,273

2

67,407

98

239

-

68,919

100

 

 

 

Company

 

31 December 2011

Internal models based on

 

Product

Quoted prices in

active markets

Market observable data

Significant unobservable data

Total

 

 

£m

%

£m

%

£m

%

£m

%

 

 

Assets

 

 

UK Social housing association loans

-

-

45

1

-

-

45

1

 

 

Exchange rate derivatives

-

-

1,310

22

-

-

1,310

22

 

 

Interest rate derivatives

-

-

4,671

77

-

-

4,671

77

 

 

Equity & credit derivatives

-

-

20

-

-

-

20

-

 

 

Ordinary shares and similar securities

25

-

9

-

-

-

34

-

 

 

25

-

6,055

100

-

-

6,080

100

 

 

Liabilities

 

 

Exchange rate derivatives

-

-

39

3

-

-

39

3

 

 

Interest rate derivatives

-

-

960

80

-

-

960

80

 

 

Equity & credit derivatives

-

-

208

17

-

-

208

17

 

 

Deposits and debt securities in issue

-

-

1

-

-

-

1

-

 

-

-

1,208

100

-

-

1,208

100

 

 

 

Company

 

31 December 2010

Internal models based on

 

Product

Quoted prices in

active markets

Market observable data

Significant unobservable data

Total

 

 

£m

%

£m

%

£m

%

£m

%

 

 

Assets

 

 

Asset-backed securities

-

-

5,027

62

-

-

5,027

62

 

 

UK Social housing association loans

-

-

44

1

-

-

44

1

 

 

Term deposits and money market instruments

-

-

55

1

-

-

55

1

 

 

Exchange rate derivatives

-

-

1,002

12

-

-

1,002

12

 

 

Interest rate derivatives

-

-

1,955

24

-

-

1,955

24

 

 

Equity & credit derivatives

-

-

37

-

-

-

37

-

 

 

Ordinary shares and similar securities

14

-

24

-

-

-

38

-

 

 

14

-

8,144

100

-

-

8,158

100

 

 

Liabilities

 

 

Exchange rate derivatives

-

-

31

3

-

-

31

3

 

 

Interest rate derivatives

-

-

870

77

-

-

870

77

 

 

Equity & credit derivatives

-

-

198

18

-

-

198

18

 

 

Deposits and debt securities in issue

-

-

30

2

-

-

30

2

 

-

-

1,129

100

-

-

1,129

100

 

 

d) Valuation techniques

 

The main valuation techniques employed in the Group's internal models to measure the fair value of the financial instruments disclosed above at 31 December 2011 and 2010 are set out below. In substantially all cases, the principal inputs into these models are derived from observable market data. The Group did not make any material changes to the valuation techniques and internal models it used during the years ended 31 December 2011, 2010 and 2009.

 

A

In the valuation of financial instruments requiring static hedging (for example interest rate, currency derivatives and commodity swaps) and in the valuation of loans and advances and deposits, the 'present value' method is used. Expected future cash flows are discounted using the interest rate curves of the applicable currencies or forward commodity prices as appropriate. The interest rate curves are generally observable market data and reference yield curves derived from quoted interest rates in appropriate time bandings, which match the timings of the cashflows and maturities of the instruments. The forward commodity prices are generally observable market data.

B

In the valuation of equity financial instruments requiring dynamic hedging (principally equity securities, options and other structured instruments), proprietary local volatility and stochastic volatility models are used. These types of models are widely accepted in the financial services industry. Observable market inputs used in these models include the bid-offer spread, foreign currency exchange rates, volatility and correlation between indices. In limited circumstances, other inputs may be used in these models that are based on data other than observable market data, such as the Halifax's UK House Price Index ('HPI') volatility, HPI forward growth, HPI spot rate, and mortality.

C

In the valuation of financial instruments exposed to interest rate risk that require either static or dynamic hedging (such as interest rate futures, caps and floors, and options), the present value method (futures), Black's model (caps/floors) and the Hull/White and Markov functional models (Bermudan options) are used. These types of models are widely accepted in the financial services industry. The significant inputs used in these models are observable market data, including appropriate interest rate curves, volatilities, correlations and exchange rates. In limited circumstances, other inputs may be used in these models that are based on data other than observable market data, such as HPI volatility, HPI forward growth, HPI spot rate and mortality.

D

In the valuation of linear instruments such as credit risk and fixed-income derivatives, credit risk is measured using dynamic models similar to those used in the measurement of interest rate risk. In the case of non-linear instruments, if the portfolio is exposed to credit risk such as credit derivatives, the probability of default is determined using the par spread level. The main inputs used to determine the underlying cost of credit of credit derivatives are quoted credit risk premiums and the correlation between the quoted credit derivatives of various issuers.

 

The fair values of the financial instruments arising from the Group's internal models take into account, among other things, contract terms and observable market data, which include such factors as bid-offer spread, interest rates, credit risk, exchange rates, the quoted market price of raw materials and equity securities, volatility and prepayments. In all cases, when it is not possible to derive a valuation for a particular feature of an instrument, management uses judgement to determine the fair value of the particular feature. In exercising this judgement, a variety of tools are used including proxy observable data, historical data and extrapolation techniques. Extrapolation techniques take into account behavioural characteristics of equity markets that have been observed over time, and for which there is a strong case to support an expectation of a continuing trend in the future. Estimates are calibrated to observable market prices when they become available.

The estimates thus obtained could vary if other valuation methods or assumptions were used. The Group believes its valuation methods are appropriate and consistent with other market participants. Nevertheless, the use of different valuation methods or assumptions, including imprecision in estimating unobservable market inputs, to determine the fair value of certain financial instruments could result in different estimates of fair value at the reporting date and the amount of gain or loss recorded for a particular instrument. Most of the valuation models are not significantly subjective, because they can be tested and, if necessary, recalibrated by the internal calculation of and subsequent comparison to market prices of actively traded securities, where available.

 

e) Fair value adjustments

 

The internal models incorporate assumptions that the Group believes would be made by a market participant to establish fair value. Fair value adjustments are adopted when the Group considers that there are additional factors that would be considered by a market participant in the determination of fair value of the instrument that are not incorporated in the valuation model. The magnitude of fair value adjustments depends upon many entity-specific factors, including modelling sophistication, the nature of products traded, and the size and type of risk exposures. For this reason, fair value adjustments may not be comparable across the banking industry.

The Group classifies fair value adjustments as either 'risk-related' or 'model-related'. The fair value adjustments form part of the portfolio fair value and are included in the balance sheet values of the product types to which they have been applied. The majority of these adjustments relate to Markets. The magnitude and types of fair value adjustment adopted by Markets are listed in the following table:

 

 

 

2011

£m

2010

£m

Risk-related:

- Bid-offer and trade specific adjustments

71

62

- Uncertainty

47

49

- Credit risk adjustment

70

15

188

126

Model-related:

- Model limitation

23

25

Day One profits

-

-

211

151

 

Risk-related adjustments

'Risk-related' adjustments are driven, in part, by the magnitude of the Group's market or credit risk exposure, and by external market factors, such as the size of market spreads.

 

(i) Bid-offer and trade specific adjustments

IAS 39 requires that portfolios are marked at bid or offer, as appropriate. Bid prices represent the price at which a long position could be sold and offer prices represent the price at which a short position could be bought back. Valuation models will typically generate mid market values. The bid-offer adjustment reflects the cost that would be incurred if substantially all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the actual position.

The majority of the bid-offer adjustment relates to OTC derivative portfolios. For each portfolio, the major risk types are identified. These may include, inter alia, delta (the sensitivity to changes in the price of an underlying), vega (the sensitivity to changes in volatilities) and basis risk (the sensitivity to changes in the spread between two rates). For each risk type, the net portfolio risks are first classified into buckets, and then a bid-offer spread is applied to each risk bucket based upon the market bid-offer spread for the relevant hedging instrument.

The granularity of the risk bucketing is determined by reference to several factors, including the actual risk management practice undertaken by the Group, the granularity of risk bucketing within the risk reporting process, and the extent of correlation between risk buckets. Within a risk type, the bid-offer adjustment for each risk bucket may be aggregated without offset or limited netting may be applied to reflect correlation between buckets. There is no netting applied between risk types or between portfolios that are not managed together for risk management purposes. There is no netting across legal entities.

As bid-offer spreads vary by maturity and risk type to reflect different spreads in the market, for positions where there is no observable quote, a trade specific adjustment is further made. This is to reflect widened spreads in comparison to proxies due to reduced liquidity or observability. Trade specific adjustments can also be made to incorporate liquidity triggers whereby wider spreads are applied to risks above pre-defined thresholds or on exotic products to ensure overall reserves match market close-out costs. These market close-out costs inherently incorporate risk decay and cross-effects which are unlikely to be adequately reflected in the static hedge based on vanilla instruments.

 

(ii) Uncertainty

Certain model inputs may be less readily determinable from market data, and/or the choice of model itself may be more subjective, with less market evidence available from which to determine general market practice. In these circumstances, there exists a range of possible values that the financial instrument or market parameter may assume and an adjustment may be necessary to reflect the likelihood that in estimating the fair value of the financial instrument, market participants would adopt rather more conservative values for uncertain parameters and/or model assumptions than those used in the valuation model. Uncertainty adjustments are derived by considering the potential range of derivative portfolio valuation given the available market data. The objective of an uncertainty adjustment is to arrive at a fair value that is not overly prudent but rather reflects a level of prudence believed to be consistent with market pricing practice.

Uncertainty adjustments are applied to various types of exotic OTC derivative. For example, the mean reversion speed of interest rates may be an important component of an exotic derivative value and an uncertainty adjustment may be taken to reflect the range of possible values that market participants may assume for this parameter.

 

(iii) Credit risk adjustment

The Group adopts a credit risk adjustment (also frequently known as a 'credit valuation adjustment') against OTC derivative transactions to reflect within fair value the possibility that the counterparty may default, and the Group may not receive the full market value of the transactions. The Group calculates a separate credit risk adjustment for each Santander UK legal entity, and within each entity for each counterparty to which the entity has exposure. The Group attempts to mitigate credit risk to third parties by entering into netting and collateral arrangements. The net counterparty exposure (i.e. counterparty positions netted by offsetting transactions and both cash and securities collateral) is then assessed for counterparty creditworthiness. The Group has only a limited exposure to monolines, consisting of exposure to securitisations which are wrapped by monoline insurers. The principal risk exposures are recorded against the securitisations, with the monoline wraps being viewed as contingent exposures, as described in Note 23. The description below relates to the credit risk adjustment taken against counterparties other than monolines.

The Group calculates the credit risk adjustment by applying the probability of default of the counterparty to the expected positive exposure to the counterparty, and multiplying the result by the loss expected in the event of default (i.e. the loss given default ('LGD')). The timing of the expected losses is reflected by using a discount factor. The calculation is performed over the life of the potential exposure i.e. the credit risk adjustment is measured as a lifetime expected loss.

The expected positive exposure is calculated at a portfolio level and is based on the underlying risks of the portfolio. The main drivers of the expected positive exposure are the size of the risk position with the counterparty along with the prevailing market environment. The probability of default assumptions are based upon analysis of historic default rates. The credit rating used for a particular counterparty is that determined by the Group's internal credit process. The LGD is calculated at the facility level and takes into account the counterparty characteristics. Credit ratings and LGD are updated by the credit team as new relevant information becomes available and at periodic reviews performed at least annually.

The Group also considers its own creditworthiness when determining the fair value of an instrument, including OTC derivative instruments and financial liabilities held at fair value through profit or loss if the Group believes market participants would take that into account when transacting the respective instrument. The approach to measuring the impact of the Group's credit risk on an instrument is done in the same manner as for third party credit risk. The impact of the Group's credit risk is considered when calculating the fair value of an instrument, even when credit risk is not readily observable such as in OTC derivatives. The Group has not realised any profit or loss on revaluing fair values of derivatives to reflect its own creditworthiness. If the Group had reflected such adjustments it would not have had a material impact on the valuations. Consequently, the Group does not derive the adjustment on a bilateral basis and has a zero adjustment against derivative liabilities, often referred to as a 'debit valuation adjustment'.

For certain types of exotic derivatives where the products are not currently supported by the standard methodology, the Group adopts an alternative methodology. Alternative methodologies used by the Group fall into two categories. One method maps transactions against the results for similar products which are accommodated by the standard methodology. Where such a mapping approach is not appropriate, a bespoke methodology is used, generally following the same principles as the standard methodology, reflecting the key characteristics of the instruments but in a manner that is computationally less intensive. The calculation is applied at a trade level, with more limited recognition of credit mitigants such as netting or collateral agreements than used in the standard methodology described previously.

The methodologies do not, in general, account for 'wrong-way risk'. Wrong-way risk arises where the underlying value of the derivative prior to any credit risk adjustment is related to the probability of default of the counterparty. A more detailed description of wrong-way risk is set out below.

The Group includes all third-party counterparties in the credit risk adjustment calculation and the Group does not net credit risk adjustments across Group entities. During 2011, the methodologies used to calculate the credit risk adjustment were refined in line with evolving market practice.

 

Wrong-way risk

Wrong-way risk arises when there is a strong correlation between the counterparty's probability of default and the mark-to-market value of the underlying transaction. Wrong-way risk can be seen in the following examples:

 

when the counterparty is resident and/or incorporated in an emerging market and seeks to sell a non-domestic currency in exchange for its home currency;

> 

when the trade involves the purchase of an equity put option from a counterparty whose shares are the subject of the option;

> 

the purchase of credit protection from a counterparty who is closely associated with the reference entity of the credit default swap or total return swap; and

> 

the purchase of credit protection on an asset type which is highly concentrated in the exposure of the counterparty selling the credit protection.

 

Exposure to 'wrong way risk' is limited via internal governance processes and deal pricing. The Group considers that an appropriate adjustment to reflect wrong way risk is currently nil (2010: nil).

 

Model-related adjustments

These adjustments are primarily related to internal factors, such as the ability of the Group's models to incorporate all material market characteristics. A description of each adjustment type is given below:

 

(i) Model limitation

Models used for portfolio valuation purposes, particularly for exotic derivative products, may be based upon a simplifying set of assumptions that do not capture all material market characteristics or may be less reliable under certain market conditions. Additionally, markets evolve, and models that were adequate in the past may require development to capture all material market characteristics in current market conditions. In these circumstances, model limitation adjustments are adopted outside the core valuation model. The adjustment methodologies vary according to the nature of the model. The Quantitative Risk Group ('QRG'), an independent quantitative support function reporting into Risk Department, highlights the requirement for model limitation adjustments and develops the methodologies employed. Over time, as model development progresses, model limitations are addressed within the core revaluation models and a model limitation adjustment is no longer needed.

 

Day One profits adjustments

Day One profit adjustments are adopted where the fair value estimated by a valuation model is based on one or more significant unobservable inputs, in accordance with IAS 39. Day One profits adjustments are amounts that have yet to be recognised in the income statement, which represent the difference between a transaction price (i.e. the fair value at initial recognition) and the amount that would have arisen had valuation models using unobservable inputs been used on initial recognition), less amounts subsequently recognised. Day One profits adjustments are calculated and reported on a portfolio basis. At 31 December 2011 and 2010, the Day One profits adjustments were less than £1m.

 

f) Control framework

 

Fair values are subject to a control framework designed to ensure that they are either determined or validated by a function independent of the risk-taker. To this end, ultimate responsibility for the determination of fair values lies with the Risk Department and the Finance Department. For all financial instruments where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation is utilised. In inactive markets, direct observation of a traded price may not be possible. In these circumstances, the Group will source alternative market information to validate the financial instrument's fair value, with greater weight given to information that is considered to be more relevant and reliable.

The factors that are considered in this regard include:

 

the extent to which prices may be expected to represent genuine traded or tradeable prices;

the degree of similarity between financial instruments;

the degree of consistency between different sources;

the process followed by the pricing provider to derive the data;

the elapsed time between the date to which the market data relates and the balance sheet date; and

the manner in which the data was sourced.

 

 

The source of pricing data is considered as part of the process that determines the classification of the level of a financial instrument. Consideration is given to the quality of the information available that provides the current mark-to-model valuation and estimates of how different these valuations could be on an actual trade, taking into consideration how active the market is. For spot assets that cannot be sold due to illiquidity, forward estimates are discounted to provide an estimate of a realisable value over time. All adjustments for illiquid positions are regularly reviewed to reflect changing market conditions.

 

Internal valuation model review

Models provide a logical framework for the capture and processing of necessary valuation inputs. For fair values determined using a valuation model, the control framework may include, as applicable, independent development or validation of:

 

the logic within valuation models;

the inputs to those models;

any adjustments required outside the valuation models; and

where possible, model outputs.

 

All internal valuation models are validated independently by QRG. A validation report is produced for each model-derived valuation that assesses the mathematical assumptions behind the model and the implementation of the model and its integration within the trading system. Where there is observable market data, the models calibrate to market. Where pricing data is unobservable then the input parameters are regularly reviewed by QRG.

The independent valuation process applies fair value adjustments in line with the Group's established documented policies. The results of the independent validation process are reported to, and considered monthly by Risk Fora. Each Risk Forum is composed of representatives from several independent support functions (Product Control, Market Risk, QRG and Finance) in addition to senior management and the front office. The members of each Risk Forum consider the appropriateness and adequacy of the fair value adjustments and the effectiveness of valuation models. Changes to the fair value adjustments methodologies are considered by the Risk Fora and signed off by the Head of Wholesale Risk. The Risk Fora are overseen by the Wholesale Risk Oversight and Control Forum and Risk Committee.

 

g) Internal models based on observable market data (Level 2)

 

During 2011, 2010 and 2009, there were no transfers between Level 1 and Level 2 financial instruments.

 

1. Trading Assets

 

Loans and advances to banks and loans and advances to customers - securities purchased under resale agreements

These instruments consist of reverse repos with both professional non-bank customers and bank counterparties as part of the Group's trading activities. The fair value of reverse repos is estimated by using the 'present value' method. Future cash flows are evaluated taking into consideration any derivative features of the reverse repos and are then discounted using the appropriate market rates for the applicable maturity and currency. Under these agreements, the Group receives collateral with a market value equal to, or in excess of, the principal amount loaned. The level of collateral held is monitored daily and if required, further calls are made to ensure the market values of collateral remains at least equal to the loan balance. As a result, there would be no adjustment, or an immaterial adjustment, to reflect the credit quality of the counterparty related to these agreements. As the inputs used in the valuation are based on observable market data, these reverse repos are classified within level 2 of the valuation hierarchy.

 

Loans and advances to banks and loans and advances to customers - other

These instruments consist of term deposits placed which are short-term in nature and are both utilised and managed as part of the funding requirements of the trading book. The fair value of loans and advances to banks and loans and advances to customers is estimated using the 'present value' method. Expected future cash flows are discounted using the interest rate curves of the applicable currencies. The interest rate curves are generally observable market data and reference yield curves derived from quoted interest rates in appropriate time bandings, which match the timings of the cashflows and maturities of the instruments. As the inputs used in the valuation are based on observable market data, these loans are classified within level 2 of the valuation hierarchy.

 

2. Derivative assets and liabilities

 

These instruments consist of exchange rate contracts, interest rate contracts, equity and credit contracts and equity derivatives. The models used in estimating the fair value of these derivatives do not contain a high level of subjectivity as the methodologies used in the models do not require significant judgement, and the inputs used in the models are observable market data such as plain vanilla interest rate swaps and option contracts. As the inputs used in the valuation are based on observable market data, these derivatives are classified within level 2 of the valuation hierarchy.

Certain derivatives which represent cross currency swaps, reversionary property interests, credit default swaps and options and forwards contain significant unobservable inputs or are traded less actively or traded in less-developed markets, and so are classified within level 3 of the valuation hierarchy. The valuation of such instruments is further discussed in the 'internal models based on information other than market data' section below.

 

3. Financial assets at fair value through profit or loss ('FVTPL')

 

Loans and advances to customers

These instruments consist of loans secured on residential property to housing associations. The fair value of these social housing loans is estimated using the 'present value' model based on a credit curve derived from current market spreads observable in the social housing bond data. Observable market data include current market spreads for new accepted mandates and bids for comparable loans and are used to support or challenge the benchmark level. This provides a range of reasonably possible estimates of fair value. As the inputs used in the valuation are based on market observable data, these loans are classified within level 2 of the valuation hierarchy.

Certain loans and advances to customers which represent a portfolio of roll-up mortgages contain significant unobservable inputs and so are classified within level 3 of the valuation hierarchy. The valuation of such instruments is further discussed below.

 

Debt securities

These instruments consist of holdings of asset-backed securities. A significant portion of these securities are priced using the 'present value' models, based on observable market data e.g. LIBOR, credit spreads. Where there are quoted prices for these instruments, the model value is checked against the quoted prices for reference purposes, but is not used as the fair value as the market for these instruments are lacking in liquidity and depth. As the inputs used in the valuation are based on observable market data, these debt securities are classified within level 2 of the valuation hierarchy.

Certain debt securities which represent reversionary property securities and securities issued by Santander entities contain significant unobservable inputs, and so are classified within level 3 of the valuation hierarchy. The valuation of such instruments is further discussed below.

 

4. Available-for-sale financial assets - Equity securities

 

These instruments consist of unquoted equity investments in companies providing infrastructure services to the financial services industry and a small portfolio held within the Santander UK Foundation (which is consolidated by the Group). In the valuation of equity financial instruments requiring dynamic hedging, proprietary local volatility and stochastic volatility models are used. These types of models are widely accepted in the financial services industry.

 

Observable market inputs used in these models include the bid-offer spread, foreign currency exchange rates, volatility and correlation between indices. As the inputs used in the valuation are based on observable market data, these equity securities are classified within level 2 of the valuation hierarchy.

 

5. Trading liabilities

 

Deposits by banks and deposits by customers - securities sold under repurchase agreements

These instruments consist of repos with both professional non-bank customers and bank counterparties as part of the Group's trading activities. The fair value of repos is estimated using the same technique as those reverse repos in trading assets discussed above. Under these agreements, the Group is required to provide and maintain collateral with a market value equal to, or in excess of, the principal amount borrowed. As a result, there would be no adjustment, or an immaterial adjustment, to reflect the credit quality of the Group related to these agreements. As the inputs used in the valuation are based on observable market data, these repos are classified within level 2 of the valuation hierarchy.

 

Deposits by banks and deposits by customers - other

These instruments consist of certain term and time deposits which tend to be short-term in nature and are both utilised and managed as part of the funding requirements of the trading book. These instruments are valued using the same techniques as those instruments in trading assets - loans and advances to banks and loans and advances to customers discussed above. As the inputs used in the valuation are based on observable market data, these deposits are classified within level 2 of the valuation hierarchy.

 

6. Financial liabilities at FVTPL

 

Debt securities in issue

These instruments include commercial paper, medium term notes and other bonds and are valued using the same techniques as those instruments in financial assets at FVTPL - debt securities discussed above. As the inputs used in the valuation are based on observable market data, these debt securities are classified within level 2 of the valuation hierarchy.

Certain debt securities in issue which represent the more exotic senior debt issuances, consisting of power reverse dual currency ('PRDC') notes contain significant unobservable inputs and so are classified within level 3 of the valuation hierarchy. The valuation of such instruments is further discussed below.

 

h) Internal models based on information other than market data (Level 3)

 

The table below provides an analysis of financial instruments valued using internal models based on information other than market data together with the subsequent valuation technique used for each type of instrument. Each instrument is initially valued at transaction price:

 

Balance sheet

value

Amount recognised in income/(expense)

2011

2010

2011

2010

2009

Balance sheet line item

Category

Financial instrument product type

£m

£m

£m

£m

£m

1. Derivative assets

Exchange rate contracts

Cross-currency swaps

70

61

6

42

14

2. Derivative assets

Equity and credit contracts

Reversionary property interests

78

67

15

(6)

(4)

3. Derivative assets

Credit contracts

Credit default swaps

16

38

1

-

-

4. Derivative assets

Equity contracts

Options and forwards

77

65

(7)

(8)

(5)

5. FVTPL

Loans and advances to customers

Roll-up mortgage portfolio

58

50

8

5

(36)

6. FVTPL

Debt securities

Reversionary property securities

250

240

37

2

(4)

7. FVTPL

Debt securities

Mortgage-backed securities

51

69

(8)

53

62

8. Derivative liabilities

Equity contracts

Options and forwards

(73)

(102)

(3)

99

(82)

9. FVTPL

Debt securities in issue

Non-vanilla debt securities

(141)

(137)

(6)

(42)

(23)

Total net assets(1)

386

351

-

-

-

Total income/(expense)

-

-

43

145

(78)

(1) The Group's holdings of property unit trusts and collateralised synthetic obligations previously included in the disclosures above are no longer significant.

 

Valuation technique

 

1. Derivative assets- Exchange rate contracts

These cross currency swaps are used to hedge the foreign currency risks arising from the power reverse dual currency ('PRDC') notes issued by the Group, as described in Instrument 9 below. These derivatives are valued using a standard valuation model valuing each leg of the swap, with expected future cash flows less notional amount exchanged at maturity date discounted using an appropriate floating rate. The floating rate is adjusted by the relevant cross currency basis spread. Interest rates, foreign exchange rates, cross currency basis spread and long-dated foreign exchange ('FX') volatility are used as inputs to determine fair value. Interest rates, foreign exchange rates are observable on the market.

Cross currency spreads may be market observable or unobservable depending on the liquidity of the cross currency pair. As the Japanese Yen-US dollar cross currency pair related to the PRDC notes is liquid, the cross currency spreads (including long-dated cross currency spread) for these swaps are market observable.

 

The significant unobservable inputs for the valuation of these financial instruments are the long-dated FX volatility and the correlation between the underlying assets. The correlation between the underlying assets is assumed to be zero, as there are no actively traded options from which correlations between the underlying assets could be implied. Furthermore, the zero correlation assumption implies that the sources of the long-dated FX volatility are independent.

 

Long-dated FX volatility

Long-dated FX volatility is extrapolated from shorter-dated FX volatilities which are directly observable on the market. Short-dated FX volatility is observable from the trading of FX options. As there is no active market for FX options with maturities greater than five years (long-dated FX options), long-dated FX volatility is not market observable. Furthermore, as historical prices are not relevant in determining the cost of hedging long-dated FX risk, long-dated FX volatility cannot be inferred from historical volatility. The Group extrapolates the long-dated FX volatility from the shorter-dated FX volatilities using Black's model.

FX volatility is modelled as the composition of the domestic interest rate, foreign interest rates and FX spot volatilities using standard Hull-White formulae. The Hull-White approach is used for estimating the future distribution of domestic and foreign zero-coupon rates, constructed from the relevant yield curves. Using short-dated FX options, the FX spot volatility is calculated which is then extrapolated to derive the long-dated FX volatility.

 

2. Derivative assets - Equity and credit contracts

These reversionary property derivatives are valued using a probability weighted set of HPI forward prices, which are assumed to be a reasonable representation of the increase in value of the Group's reversionary interest portfolio underlying the derivatives. The probability used reflects the likelihood of the home owner vacating the property and is calculated from mortality rates and acceleration rates which are a function of age and gender, obtained from the relevant mortality tables. Indexing is felt to be appropriate due to the size and geographical dispersion of the Group's reversionary interest portfolio. These are determined using HPI Spot Rates adjusted to reflect estimated forward growth. Launched in 1984, the Halifax's UK HPI is the UK's longest running monthly house price data series covering the whole country. The indices calculated are standardised and represent the price of a typically transacted house. Both national and regional HPI are published. The national HPI is published monthly. The regional HPI reflects the national HPI disaggregated into 12 UK regions and is published quarterly. Both indices are published on two bases, including and excluding seasonal adjustments in the housing market. The Group uses the non-seasonally adjusted ('NSA') national and regional HPI in its valuation model to avoid any subjective judgement in the adjustment process which is made by Halifax.

The inputs used to determine the value of the reversionary property derivatives are HPI spot, HPI forward growth and mortality rates. The principal pricing parameter is HPI forward growth.

 

HPI Spot Rate

The HPI spot rate used in the model is a weighted average of NSA regional HPI spot rates i.e. adjusted for difference in the actual regional composition of the property underlying the Group's reversionary interest portfolio and the composition of the published regional indices. The regional HPI spot rate (which is observable market data) is only published on specific quarterly dates. In between these dates, its value is estimated by applying the growth rate over the relevant time period inferred from the national HPI spot rates (which are observable market data and published monthly) to the most recently calculated weighted average regional HPI spot rate based on published regional indices.

An adjustment is also made to reflect the specific property risk i.e. possible deviation between the actual growth in the house prices underlying the Group's reversionary interest portfolio and their assumed index-linked growth, which is based on the regional HPI. This adjustment is based on the average historical deviation of price changes of the Group's actual property portfolio from that of the published indices over the time period since the last valuation date.

 

HPI Forward Growth Rate

Long-dated HPI forward growth rate is not directly observable in the market but is estimated from broker quotes and traded forward contracts. A specific spread is applied to the long-dated forward growth rate to reflect the uncertainty surrounding long dated data. This spread is calculated by analysing the historical volatility of the HPI, whilst incorporating mean reversion. An adjustment is made to reflect the specific property risk as for the HPI spot rate above.

 

Mortality Rate

Mortality rates are obtained from the PNMA00 and PNFA00 Continuous Mortality Investigation Tables published by the UK Institute and Faculty of Actuaries. These mortality rates are adjusted by acceleration rates to reflect the mortality profile of the holders of Group's reversionary property products underlying the derivatives.

 

3. Derivative assets- Equity and credit contracts

These derivative assets are credit default swaps held against certain bonds. The credit default swaps are valued using the credit spreads of the referenced bonds. These referenced bonds are valued with the assistance of valuations prepared by an independent, specialist valuation firm as a deep and liquid market does not exist.

In valuing the credit default swaps, the main inputs used to determine the underlying cost of credit are quoted risk premiums and the correlation between the quoted credit derivatives of various issuers. The assumptions relating to the correlation between the values of quoted and unquoted assets are based on historical correlations between the impact of adverse changes in market variables and the corresponding valuation of the associated unquoted assets. The measurement of the assets will vary depending on whether a more or less conservative scenario is selected. The other main input is the probability of default of the referenced bonds. The significant unobservable input for the valuation of these financial instruments is the probability of default.

 

Probability of default

The probability of default is assessed by considering the credit quality of the underlying referenced bonds. However, as no deep and liquid market exists for these assets the assessment of the probability of default is not directly observable and instead an estimate is calculated using the Standard Gaussian Copula model.

 

4. Derivative assets - Equity contracts

There are three types of derivatives within this category:

 

European options

These derivatives are valued using a modified Black-Scholes model where the HPI is log-normally distributed with the forward rates determined from the HPI forward growth.

Asian options

Asian (or average value) options are valued using a modified Black-Scholes model, with an amended strike price and volatility assumption to account for the average exercise period, through a closed form adjustment that reflects the strike price relative to the distribution of stock prices at each relevant date. This is also known as the Curran model.

Forward contracts

Forward contracts are valued using a standard forward pricing model.

 

The inputs used to determine the value of the above instruments are HPI spot rate, HPI forward growth rate and HPI volatility. The principal pricing parameter is HPI forward growth rate.

 

HPI Spot Rate

The HPI spot rate used is the NSA national HPI spot rate which is published monthly and directly observable in the market. This HPI rate used is different from the weighted average regional HPI spot rate used in the valuation of Instrument 2 above, as the underlying of these derivatives is the UK national HPI spot rate.

 

HPI Forward Growth Rate

The HPI forward growth rate used is unobservable and is the same as used in the valuation of Instrument 2 above.

 

HPI Volatility

Long-dated HPI volatility is not directly observable in the market but is estimated from the most recent traded values. An adjustment is applied to the long-dated HPI volatility rate to reflect the uncertainty surrounding long-dated data. This adjustment is based on the empirical standard deviation of historical volatility over a range of time horizons.

 

5. FVTPL - Loans and advances to customers

These loans and advances to customers represent roll-up mortgages, which are an equity release scheme under which a property owner takes out a loan secured against their home. The owner does not make any interest payments during their lifetime and the fixed interest payments are rolled up into the mortgage. The loan or mortgage (capital and rolled-up interest) is repaid upon the owner's vacation of the property and the value of the loan is only repaid from the value of the property. This is known as a 'no negative pledge'. The Group suffers a loss if the sale proceeds from the property are insufficient to repay the loan, as it is unable to pursue the homeowner's estate or beneficiaries for the shortfall.

The value of the mortgage 'rolls up' or accretes until the owner vacates the property. In order to value the roll-up mortgages, the Group uses a probability-weighted set of European option prices (puts) determined using the Black-Scholes model, in which the 'no negative pledges' are valued as short put options. The probability weighting applied is calculated from mortality rates and acceleration rates as a function of age and gender, taken from mortality tables.

The inputs used to determine the value of these instruments are HPI spot, HPI forward growth, HPI volatility, mortality rates and repayment rates. The principal pricing parameter is HPI forward growth. The HPI forward growth rate used is unobservable and is the same as used in the valuation of Instrument 2 above. The other parameters do not have a significant effect on the value of the instruments.

 

6. FVTPL - Debt securities

These debt securities consisting of reversionary property securities are an equity release scheme, where the property owner receives an upfront lump sum in return for paying a fixed percentage of the sales proceeds of the property when the owner vacates the property. These reversionary property securities are valued using a probability-weighted set of HPI forward prices which are assumed to be a reasonable representation of the increase in value of the Group's reversionary interest portfolio underlying the derivatives. The probability weighting used reflects the probability of the home owner vacating the property through death and is calculated from death rates and acceleration factors which are a function of age and gender, obtained from the relevant mortality table.

The inputs used to determine the value of these instruments are HPI spot, HPI forward growth and mortality rates. The principal pricing parameter is HPI forward growth. Discussion of the HPI spot rate, HPI forward growth rate and mortality rates for this financial instrument is the same as Instrument 3 above.

An adjustment is also made to reflect the specific property risk. Discussion of the specific property risk adjustment is the same as Instrument 2 above.

 

7. FVTPL - Debt securities

These securities consist of residential mortgage-backed securities issued by Santander entities. Each instrument is valued with reference to the price from a consensus pricing service. This is then corroborated against the price from another consensus pricing service due to the lack of depth in the number of available market quotes. An average price is used where there is a more than insignificant difference between the two sources. The significant unobservable input is the adjustment to the credit spread embedded in the pricing consensus quotes.

 

8. Derivative liabilities - Equity contracts

These derivatives are the same as Instrument 4 with the exception that they have a negative fair value.

 

9. FVTPL - Debt securities in issue

These debt securities in issue are power reverse dual currency notes. These notes are financial structured products where an investor is seeking a better return and a borrower/issuer a lower rate by taking advantage of the interest rate differential between two countries. The note pays a foreign interest rate in the investor's domestic currency. The power component of the name denotes higher initial coupons and the fact that coupons rise as the domestic/foreign exchange rate depreciates. The power feature comes with a higher risk for the investor. Cash flows may have a digital cap feature where the rate gets locked once it reaches a certain threshold. Other add-on features are barriers such as knockouts and cancellation provisions for the issuer.

These debt securities in issue are valued using a three-factor Gaussian Model. The three factors used in the valuation are domestic interest rates, foreign interest rates and foreign exchange rates. The correlations between the factors are assumed to be zero within the valuation.

The Hull-White approach is used for estimating the future distribution of domestic and foreign zero-coupon rates, constructed from the relevant yield curves. A Geometric Brownian Motion model is used for estimating the future distribution of spot foreign exchange rates. The foreign exchange and interest rate volatilities are the most crucial pricing parameters; the model calibrates to the relevant swaption volatility surface.

The significant unobservable inputs for the valuation of these financial instruments are the long dated FX volatility and the correlation between the underlying assets and are the same as Instrument 1.

 

Reconciliation of fair value measurements in Level 3 of the fair value hierarchy

The following table provides a reconciliation of the movement between opening and closing balances of Level 3 financial instruments, measured at fair value using a valuation technique with significant unobservable inputs:

 

Assets

Liabilities

Derivatives

Fair value through P&L

Total

Derivatives

Fair value through P&L

Total

£m

£m

£m

£m

£m

£m

At 1 January 2011

231

359

590

(102)

(137)

(239)

Total gains/(losses) recognised in profit/(loss):

- Fair value movements

15

37

52

(3)

(6)

(9)

- Foreign exchange and other movements

4

(2)

2

-

(7)

(7)

Purchases

27

-

27

(6)

-

(6)

Sales

(23)

(27)

(50)

-

-

-

Settlements

(13)

(8)

(21)

38

9

47

At 31 December 2011

241

359

600

(73)

(141)

(214)

Total gains/(losses) recognised in profit/(loss) relating to assets and liabilities held at the end of the year

19

35

54

(3)

(13)

(16)

 

 

Assets

Liabilities

Derivatives

Fair value

through P&L

Total

Derivatives

Fair value through P&L

Total

£m

£m

£m

£m

£m

£m

At 1 January 2010

194

1,694

1,888

(260)

(109)

(369)

Total gains/(losses) recognised in profit/(loss):

- Fair value movements

28

60

88

99

(42)

57

- Foreign exchange and other movements

(16)

3

(13)

-

10

10

Purchases

38

-

38

-

-

-

Sales

-

(1,239)

(1,239)

-

-

-

Settlements

(13)

(159)

(172)

59

4

63

At 31 December 2010

231

359

590

(102)

(137)

(239)

Total gains/(losses) recognised in profit/(loss) relating to assets and liabilities held at the end of the year

12

63

75

99

(32)

67

(1) The Group's holdings of property unit trusts and collateralised synthetic obligations previously included in the disclosures above are no longer significant.

 

Financial instrument assets and liabilities at 31 December 2011

Financial instrument assets valued using internal models based on information other than market data were 1% (2010: 1%) of total assets measured at fair value and 0.2% (2010: 0.2%) of total assets at 31 December 2011.

Derivative assets increased in 2011 principally due to purchases, partially offset by sales. Assets designated at fair value through profit or loss were unchanged in 2011 as increases due to fair value movements were offset by sales and settlements.

Financial instrument liabilities valued using internal models based on information other than market data were 0.3% (2010: 0.3%) of total liabilities measured at fair value and 0.1% (2010: 0.1%) of total liabilities at 31 December 2011.

Derivative liabilities decreased in 2011 due to settlements. Liabilities designated at fair value through profit or loss were broadly unchanged in 2011 as increases due to fair value and foreign exchange movements were mostly offset by settlements..

 

Financial instrument assets and liabilities at 31 December 2010

Financial instrument assets valued using internal models based on information other than market data were 1% (2009: 2%) of total assets measured at fair value and 0.2% (2009: 0.7%) of total assets at 31 December 2010.

Derivative assets increased in 2010 principally due to purchases of credit default swaps. Assets designated at fair value through profit or loss decreased in 2010 principally due to sales and maturities of securities issued by Santander entities which were backed by small business and automotive loans and other collateralised debt obligations.

Financial instrument liabilities valued using internal models based on information other than market data were 0.3% (2009: 0.5%) of total liabilities measured at fair value and 0.1% (2009: 0.1%) of total liabilities at 31 December 2010.

Derivative liabilities decreased in 2010 due to settlements and gains reflecting changes in credit spreads, the HPI index and foreign exchange rates. Liabilities designated at fair value through profit or loss decreased in 2010 principally due to maturities of debt securities in issue.

 

Gains and losses for the year ended 31 December 2011

Gains of £19m in respect of derivative assets principally reflected changes in credit spreads and the HPI Index, and favourable movements in foreign exchange rates. Gains of £35m in respect of assets designated at fair value through profit or loss principally reflected the mark-to-market volatility on the reversionary property securities arising from a continued low interest rate environment, changes in the HPI index and a maturing portfolio.

Losses of £3m in respect of derivative liabilities principally reflected changes in credit spreads and the HPI Index. Losses of £13m in respect of liabilities designated at fair value through profit or loss principally reflected changes in foreign exchange and interest rates. They are fully matched with derivatives.

 

Gains and losses for the year ended 31 December 2010

Gains of £12m in respect of derivative assets principally reflected changes in credit spreads and the HPI Index offset by unfavourable movements in foreign exchange rates. Gains of £63m in respect of assets designated at fair value through profit or loss principally reflected the smaller mark-to-market volatility on a reduced portfolio of asset-backed and mortgage-backed securities held during the year.

Gains of £99m in respect of derivative liabilities principally reflected changes in credit spreads, the HPI Index and foreign exchange rates. Losses of £32m in respect of liabilities designated at fair value through profit or loss principally reflected changes in foreign exchange and interest rates. They are fully matched with derivatives.

 

Effect of changes in significant unobservable assumptions to reasonably possible alternatives (Level 3)

As discussed above, the fair value of financial instruments are, in certain circumstances, measured using valuation techniques that incorporate assumptions that are not evidenced by prices from observable current market transactions in the same instrument and are not based on observable market data and, as such require the application of a degree of judgement. Changing one or more of the inputs to the valuation models to reasonably possible alternative assumptions would change the fair values significantly. The following table shows the sensitivity of these fair values to reasonably possible alternative assumptions.

Favourable and unfavourable changes are determined on the basis of changes in the value of the instrument as a result of varying the levels of the unobservable input as described in the table below. The potential effects do not take into effect any offsetting or hedged positions.

 

At 31 December 2011

Reflected in income statement

Balance sheet note line item and product

Fair value

Assumptions

Shift

Favourable changes

Unfavourable changes

£m

£m

£m

2. Derivative assets - Equity and credit contracts:

- Reversionary property derivatives

 

78

HPI Forward growth rate

HPI Spot rate

Mortality rate

1%

10%

2 yrs

11

8

-

(11)

(8)

-

3. Derivative assets - Equity and credit contracts:

- Credit default swaps

16

Probability of default

20%

3

(3)

4. Derivative assets - Equity and credit contracts:

- Options and forwards

77

HPI Forward growth rate

HPI Spot rate

HPI Volatility

1%

10%

1%

7

4

1

(7)

(3)

(1)

5. FVTPL - Loans and advances to customers:

- Roll-up mortgage portfolio

58

HPI Forward growth rate

1%

 

2

 

(2)

 

6. FVTPL - Debt securities:

- Reversionary property securities

 

250

HPI Forward growth rate

HPI Spot rate

Mortality rate

1%

10%

2 yrs

20

23

1

(20)

(23)

(1)

7. FVTPL - Debt securities:

- Mortgage-backed securities

51

Credit spread

10%

5

(5)

8. Derivative liabilities - Equity and credit contracts:

- Options and forwards

(73)

HPI Forward growth rate

HPI Spot rate

HPI Volatility

1%

10%

1%

4

13

2

(4)

(17)

(2)

 

At 31 December 2010

Reflected in income statement

Balance sheet note line item and product

Fair value

Assumptions

Shift

Favourable changes

Unfavourable changes

£m

£m

£m

2. Derivative assets - Equity and credit contracts:

- Reversionary property derivatives

 

67

HPI Forward growth rate

HPI Spot rate

Mortality rate

1%

10%

2 yrs

10

7

1

(10)

(7)

(1)

3. Derivative assets - Equity and credit contracts:

- Credit default swaps

38

Probability of default

20%

12

(12)

4. Derivative assets - Equity and credit contracts:

- Options and forwards

65

HPI Forward growth rate

HPI Spot rate

HPI Volatility

1%

10%

1%

7

4

1

(7)

(4)

(1)

5. FVTPL - Loans and advances to customers:

- Roll-up mortgage portfolio

50

HPI Forward growth rate

1%

 

1

 

(1)

6. FVTPL - Debt securities:

- Reversionary property securities

 

240

HPI Forward growth rate

HPI Spot rate

Mortality rate

1%

10%

2 yrs

20

23

3

(20)

(23)

(3)

7. FVTPL - Debt securities:

- Mortgage-backed securities

69

Credit spread

3%

3

(3)

8. Derivative liabilities - Equity and credit contracts:

- Options and forwards

 (102)

HPI Forward growth rate

HPI Spot rate

HPI Volatility

1%

10%

1%

4

13

2

(4)

(17)

(2)

 

No sensitivities are presented for the FVTPL - debt securities in issue (instrument 9) and related exchange rate derivatives (instrument 1), as the terms of these instruments are fully matched. As a result, any changes in the valuation of the debt securities in issue would be exactly offset by an equal and opposite change in the valuation of the exchange rate derivatives.

 

48. CAPITAL MANAGEMENT AND RESOURCES

 

This note reflects the transactions and amounts reported on a basis consistent with the Group's regulatory filings.

 

Capital management and capital allocation

 

Santander UK plc and its subsidiaries are a UK banking group effectively subject to two tiers of supervision. Santander UK is subject to prudential supervision by both the FSA (as a UK authorised bank) and the Bank of Spain (as a member of the Santander group). As an FSA-regulated entity, Santander UK is expected to satisfy the FSA liquidity and capital requirements on a standalone basis. Similarly, Santander UK must demonstrate to the FSA that it can withstand liquidity and capital stress tests without parental support. Reinforcing the corporate governance framework adopted by Santander UK, the FSA exercises oversight through its rules and regulations on the Santander UK Board and senior management appointments.

The Board is responsible for capital management strategy and policy and ensuring that capital resources are appropriately monitored and controlled within regulatory and internal limits. Authority for capital management flows to the Chief Executive Officer and from her to specific individuals who are members of the Group's Strategic Risk and Financial Management ('SRFM') Committee and supported by the Asset and Liability Management Committee ('ALCO').

SFRM and ALCO adopt a centralised capital management approach that is driven by the Group's corporate purpose and strategy. This approach takes into account the regulatory and commercial environment in which the Group operates, the Group's risk appetite, the management strategy for each of the Group's material risks (including whether or not capital provides an appropriate risk mitigant) and the impact of appropriate adverse scenarios and stresses on the Group's capital requirements. This approach is reviewed annually as part of the Group's Internal Capital Adequacy Assessment Process ('ICAAP').

The Group manages its capital requirements, debt funding and liquidity on the basis of policies and plans reviewed regularly at ALCO. Capital requirements are also reviewed as part of the ICAAP while debt funding and liquidity are also reviewed as part of the Internal Liquidity Adequacy Assessment ('ILAA') process. To support its capital and senior debt issuance programmes, the Group is rated on a stand alone basis from Banco Santander, S.A.

On an ongoing basis, and in accordance with the latest ICAAP review, the Group forecasts its regulatory and internal capital requirements based on the approved capital volumes allocated to business units as part of the corporate planning process which generates the strategic 3 Year Plan. Alongside this plan, the Group develops a series of macro economic scenarios to stress test its capital requirements and confirm that it has adequate regulatory capital resources to meet its projected and stressed regulatory capital requirement and to meet its obligations as they fall due. Internally assigned buffers augment the various regulatory minimum capital criteria. Buffers are held in order to ensure there is sufficient time for management actions to be implemented against unexpected movements.

Decisions on the allocation of capital resources are conducted as part of the Group's strategic three year planning process based on the relative returns on capital using both economic and regulatory capital measures. Capital allocations are reviewed in response to changes in risk appetite and risk management strategy, changes to the commercial environment, changes in key economic indicators or when additional capital requests are received.

This combination of regulatory and economic capital ratios and limits, internal buffers and restrictions, together with the relevant costs of differing capital instruments and a consideration of the various other capital management techniques are used to shape the most cost-effective structure to fulfil the Group's capital needs.

 

Capital adequacy

 

The Group manages its capital on a Basel II basis. During the years ended 31 December 2011 and 2010, the Group held capital over and above its regulatory requirements, and managed internal capital allocations and targets in accordance with its capital and risk management policies.

 

Group Capital

 

 

 

 2011

£m

 2010

£m

Core Tier 1 capital

11,477

11,128

Deductions from Core Tier 1 capital

(2,616)

(2,632)

Total Core Tier 1 capital after deductions

8,861

8,496

Other Tier 1 capital

2,637

2,394

Total Tier 1 capital after deductions

11,498

10,890

Tier 2 capital

4,997

4,731

Deductions from Tier 2 capital

(508)

(453)

Total Tier 2 capital after deductions

4,489

4,278

Total Capital Resources

15,987

15,168

 

Tier 1 includes audited profits for the years ended 31 December 2011 and 2010 respectively after adjustment to comply with UK Financial Services Authority rules. Tier 1 deductions primarily relate to goodwill and expected losses. In addition, the Group has elected to deduct certain securitisation positions from capital rather than treat these exposures as a risk weighted asset. The expected losses deduction represents the difference between expected loss calculated in accordance with the Group's Retail Internal Rating-Based ('IRB') and Advanced Internal Rating-Based ('AIRB') models, and the impairment loss allowances calculated in accordance with IFRS. The Group's accounting policy for impairment loss allowances is set out in Note 1. Expected losses are calculated using risk parameters based on either through-the-cycle, or economic downturn estimates, and are subject to conservatism due to the imposition of regulatory floors. They are therefore currently higher than the impairment loss allowances under IFRS which only reflect losses incurred at the balance sheet date. Tier 2 deductions also represent expected losses and securitisation positions described above.

During 2011, Core Tier 1 capital increased by £365m to £8,861m (2010: £8,496m). This increase was largely due to audited profits attributable to shareholders of the company for the year amounting to £903m, net of dividends declared of £482m. During 2011, Tier 2 increased by £211m to £4,489m (2010: £4,278m). This increase was largely due to an increase in the fair value of subordinated debt.

 

49. EVENTS AFTER THE BALANCE SHEET DATE

 

None.

 

50. CONSOLIDATING FINANCIAL INFORMATION

 

Abbey National Treasury Services plc ('ANTS plc') is a wholly-owned subsidiary of the Company and is able to offer and sell certain securities in the US from time to time pursuant to a registration statement on Form F-3 filed with the US Securities and Exchange Commission (the 'Registration Statement'). Santander UK plc, as guarantor, and ANTS plc, as issuer, have a shelf registration statement on file with the US Securities and Exchange Commission in relation to issuances of SEC-registered debt securities. The Company has fully and unconditionally guaranteed the obligations of ANTS plc that have been, or will be incurred before 31 July 2012: this guarantee includes all securities issued by ANTS plc pursuant to the Registration Statement.

ANTS plc utilises an exception provided in Rule 3-10 of Regulation S-X, and therefore does not file its financial statements with the SEC. In accordance with the requirements to qualify for the exception, presented below is condensed consolidating financial information for (i) the Company on a stand-alone basis as guarantor; (ii) ANTS plc on a stand-alone basis; (iii) other subsidiaries of the Company on a combined basis ('Other'); (iv) consolidation adjustments ('Adjustments'); and (v) total consolidated amounts ('Consolidated').

Under IAS 27, the Company and ANTS plc account for investments in their subsidiaries at cost subject to impairment. Rule 3-10 of Regulation S-X requires a company to account for its investments in subsidiaries using the equity method, which would increase/(decrease) the results for the year of the Company and ANTS plc in the information below by £(2,250)m and £(58)m, respectively (2010: £153m and £(210)m, 2009: £443m and £(178)m). The net assets of the Company and ANTS plc in the information below would also be increased by £(1,585)m and £50m, respectively (2010: £665m and £108m).

 

a) Income statements

 

For the year ended 31 December 2011

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net interest income

2,149

499

1,197

(15)

3,830

Fee, commission, net trading, and other income/(expense)

4,101

393

(2,677)

(462)

1,355

Total operating income

6,250

892

(1,480)

(477)

5,185

Administration expenses

(1,515)

(229)

(258)

7

(1,995)

Depreciation, amortisation and impairment

(307)

(7)

(131)

(2)

(447)

Impairment losses and provisions

(1,096)

(74)

(240)

(72)

(1,482)

Profit/(loss) before tax

3,332

582

(2,109)

(544)

1,261

Taxation charge

(179)

(180)

(34)

35

(358)

Profit/(loss) for the year

3,153

402

(2,143)

(509)

903

 

For the year ended 31 December 2010

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net interest income

1,794

359

1,673

(12)

3,814

Fee, commission, net trading, and other income/(expense)

2,047

719

(188)

(1,358)

1,220

Total operating income

3,841

1,078

1,485

(1,370)

5,034

Administration expenses

(1,368)

(195)

(280)

50

(1,793)

Depreciation, amortisation and impairment

(185)

(6)

(82)

(2)

(275)

Impairment losses and provisions

(650)

(69)

(103)

(19)

(841)

Profit before tax

1,638

808

1,020

(1,341)

2,125

Taxation charge

(247)

(138)

(80)

(77)

(542)

Profit for the year

1,391

670

940

(1,418)

1,583

 

For the year ended 31 December 2009

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net interest income

1,985

41

1,396

(10)

3,412

Fee, commission, net trading, and other income

963

720

138

(537)

1,284

Total operating income

2,948

761

1,534

(547)

4,696

Administration expenses

(1,136)

(144)

(547)

(21)

(1,848)

Depreciation, amortisation and impairment

(132)

(3)

(129)

4

(260)

Impairment losses and provisions

(645)

(30)

(650)

427

(898)

Profit before tax

1,035

584

208

(137)

1,690

Taxation (charge)/credit

(288)

(29)

63

(191)

(445)

Profit for the year

747

555

271

(328)

1,245

 

 

b) Balance sheets

 

At 31 December 2011

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Cash and balances at central banks

18,958

7,013

9

-

25,980

Trading assets

-

21,564

327

-

21,891

Derivative financial instruments

6,001

33,242

2,648

(11,111)

30,780

Financial assets designated at fair value

45

4,710

250

-

5,005

Loans and advances to banks

90,716

113,211

70,653

(270,093)

4,487

Loans and advances to customers

181,972

38,926

37,222

(57,051)

201,069

Available-for-sale securities

34

-

12

-

46

Loans and receivables securities

5,202

278

1,938

(5,647)

1771

Macro hedge of interest rate risk

32

1,141

73

(25)

1,221

Investment in subsidiary undertakings

6,995

2,187

1,456

(10,638)

-

Intangible assets

1,458

3

71

610

2,142

Property, plant and equipment

1,182

5

314

95

1,596

Current tax assets

154

-

6

(160)

-

Deferred tax assets

275

17

91

(126)

257

Retirement benefit assets

237

-

4

-

241

Other assets

965

43

80

-

1,088

Total assets

314,226

222,340

115,154

(354,146)

297,574

Deposits by banks

112,278

114,018

31,293

(245,963)

11,626

Deposits by customers

175,067

12,276

43,559

(82,560)

148,342

Derivative financial instruments

1,207

35,417

3,689

(11,133)

29,180

Trading liabilities

-

25,745

-

-

25,745

Financial liabilities designated at fair value

1

6,780

56

-

6,837

Debt securities in issue

1,609

23,906

30,151

(3,015)

52,651

Subordinated liabilities

6,564

-

1,411

(1,476)

6,499

Other liabilities

2,121

137

279

34

2,571

Provisions

912

20

33

5

970

Current tax liabilities

-

384

47

(160)

271

Deferred tax liabilities

-

-

141

(141)

-

Retirement benefit obligations

216

-

-

-

216

Total liabilities

299,975

218,683

110,659

(344,409)

284,908

Total shareholders' equity

14,251

3,657

4,495

(9,737)

12,666

Total liabilities and equity

314,226

222,340

115,154

(354,146)

297,574

 

 

 

At 31 December 2010

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Cash and balances at central banks

21,408

5,088

6

-

26,502

Trading assets

-

35,110

351

-

35,461

Derivative financial instruments

2,994

23,277

3,154

(5,048)

24,377

Financial assets designated at fair value

5,126

6,468

241

(5,058)

6,777

Loans and advances to banks

115,957

146,398

67,310

(325,813)

3,852

Loans and advances to customers

179,223

34,935

31,728

(50,754)

195,132

Available-for-sale securities

38

-

137

-

175

Loans and receivables securities

5,378

626

1,685

(4,079)

3,610

Macro hedge of interest rate risk

114

908

101

(32)

1,091

Investment in subsidiary undertakings

6,869

2,187

1,609

(10,665)

-

Intangible assets

1,407

26

135

610

2,178

Property, plant and equipment

1,204

22

380

99

1,705

Current tax assets

212

40

24

1

277

Deferred tax assets

379

25

139

23

566

Other assets

1,006

65

400

(314)

1,157

Total assets

341,315

255,175

107,400

(401,030)

302,860

Deposits by banks

146,240

136,701

30,389

(305,546)

7,784

Deposits by customers

170,579

13,989

39,593

(71,518)

152,643

Derivative financial instruments

1,099

25,043

1,397

(5,134)

22,405

Trading liabilities

-

42,827

-

-

42,827

Financial liabilities designated at fair value

30

3,595

62

-

3,687

Debt securities in issue

3,177

29,226

26,610

(7,230)

51,783

Subordinated liabilities

6,438

-

1,619

(1,685)

6,372

Other liabilities

1,796

182

337

(289)

2,026

Provisions

156

-

29

-

185

Current tax liabilities

14

357

121

-

492

Deferred tax liabilities

-

-

168

41

209

Retirement benefit obligations

177

-

(4)

-

173

Total liabilities

329,706

251,920

100,321

(391,361)

290,586

Total shareholders' equity

11,609

3,255

7,079

(9,669)

12,274

Total liabilities and equity

341,315

255,175

107,400

(401,030)

302,860

 

 

c) Cash flow statements

 

For the year ended 31 December 2011

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net cash flow (used in)/from operating activities

(18,596)

(5,350)

(17,588)

34,482

(7,052)

Net cash flow (used in)/from investing activities

(335)

33

198

-

(104)

Net cash flow (used in)/from financing activities

(2,389)

(1,700)

9,100

(64)

4,947

Net (decrease)/increase in cash and cash equivalents

(21,320)

(7,017)

(8,290)

34,418

(2,209)

Cash and cash equivalents at beginning of the year

66,673

86,712

12,420

(120,305)

45,500

Effects of exchange rate changes on cash and cash equivalents

-

52

(397)

-

(345)

Cash and cash equivalents at end of the year

45,353

79,747

3,733

(85,887)

42,946

 

For the year ended 31 December 2010

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net cash flow from/(used in) operating activities

11,978

31,159

(62,368)

30,615

11,384

Net cash flow (used in)/from investing activities

(1,415)

(40)

131

-

(1,324)

Net cash flow from/(used in) financing activities

712

5,979

2,297

(53)

8,935

Net increase/(decrease) in cash and cash equivalents

11,275

37,098

(59,940)

30,562

18,995

Cash and cash equivalents at beginning of the year

55,398

49,327

72,506

(150,867)

26,364

Effects of exchange rate changes on cash and cash equivalents

-

287

(146)

-

141

Cash and cash equivalents at end of the year

66,673

86,712

12,420

(120,305)

45,500

 

For the year ended 31 December 2009

The Company

£m

ANTS plc

£m

Other

£m

Adjustments

£m

Consolidated

£m

Net cash flow (used in)/from operating activities

(4,770)

12,150

46,722

(51,173)

2,929

Net cash flow (used in)/from investing activities

(232)

126

1,539

-

1,433

Net cash flow (used in)/from financing activities

(803)

-

(3,737)

(81)

(4,621)

Net (decrease)/increase in cash and cash equivalents

(5,805)

12,276

44,524

(51,254)

(259)

Cash and cash equivalents at beginning of the year

61,203

38,020

28,065

(99,613)

27,675

Effects of exchange rate changes on cash and cash equivalents

-

(969)

(83)

-

(1,052)

Cash and cash equivalents at end of the year

55,398

49,327

72,506

(150,867)

26,364

 

Selected Financial Data

 

Selected Financial Data

 

The financial information set forth below for the years ended 31 December 2011, 2010 and 2009 and at 31 December 2011 and 2010 has been derived from the audited Consolidated Financial Statements of Santander UK plc (the 'Company') and its subsidiaries (together, the 'Group') prepared in accordance with IFRS included elsewhere in this Annual Report and Accounts. The information should be read in connection with, and is qualified in its entirety by reference to, the Group's Consolidated Financial Statements and the notes thereto. Financial information set forth below for the years ended 31 December 2008 and 2007, and at 31 December 2009, 2008 and 2007, has been derived from the audited Consolidated Financial Statements of the Group for 2009, 2008 and 2007 not included in this Annual Report and Accounts. The financial information in this selected consolidated financial and statistical data does not constitute statutory accounts within the meaning of the Companies Act 2006. The auditor's report on the Consolidated Financial Statements for each of the five years ended 31 December 2011 was unmodified and did not include a statement under sections 237(2) and 237(3) of the Companies Act 1985 or sections 498(2) and 498(3) of the Companies Act 2006, as applicable. The Consolidated Financial Statements of the Group for the years ended 31 December 2011, 2010, 2009, 2008 and 2007 were audited by Deloitte LLP.

 

BALANCE SHEETS

 

 

2011(1)

US$m

2011

£m

2010

£m

2009

£m

2008(2)(3)

£m

2007

£m

Assets

Cash and balances at central banks

40,269

25,980

26,502

4,163

4,017

1,038

Trading assets

33,931

21,891

35,461

33,290

26,264

56,427

Derivative financial instruments

47,709

30,780

24,377

22,827

35,125

9,951

Financial assets designated at fair value

7,758

5,005

6,777

12,358

11,377

11,783

Loans and advances to banks

6,955

4,487

3,852

9,151

16,001

3,441

Loans and advances to customers

311,657

201,069

195,132

186,804

180,176

112,147

Available for sale securities

71

46

175

797

2,663

40

Loans and receivables securities

2,745

1,771

3,610

9,898

14,107

-

Macro hedge of interest rate risk

1,893

1,221

1,091

1,127

2,188

217

Intangible assets

3,320

2,142

2,178

1,446

1,347

90

Property, plant and equipment

2,474

1,596

1,705

1,250

1,202

2,692

Current tax assets

-

-

277

85

212

197

Deferred tax assets

398

257

566

946

1,274

665

Retirement benefit assets

374

241

-

-

-

-

Other assets

1,686

1,088

1,157

1,149

1,357

935

Total assets

461,240

297,574

302,860

285,291

297,310

199,623

Liabilities

Deposits by banks

18,020

11,626

7,784

5,811

14,488

7,923

Deposits by customers

229,931

148,342

152,643

143,893

130,245

69,650

Derivative financial instruments

45,229

29,180

22,405

18,963

27,810

9,931

Trading liabilities

39,905

25,745

42,827

46,152

40,738

54,916

Financial liabilities designated at fair value

10,597

6,837

3,687

4,423

5,673

7,538

Debt securities in issue

81,609

52,651

51,783

47,758

58,511

35,712

Subordinated liabilities

10,073

6,499

6,372

6,949

8,863

6,151

Macro hedge of interest rate risk

-

-

-

-

-

-

Other liabilities

3,985

2,571

2,026

2,323

2,342

2,337

Provisions

1,504

970

185

91

207

131

Current tax liabilities

420

271

492

300

518

369

Deferred tax liabilities

-

-

209

336

405

544

Retirement benefit obligations

335

216

173

1,070

813

979

Total liabilities

441,608

284,908

290,586

278,069

290,613

196,181

Share capital

6,198

3,999

3,999

2,709

1,148

148

Share premium account

8,711

5,620

5,620

1,857

3,121

1,857

Retained earnings

4,683

3,021

2,628

1,911

1,678

1,333

Other reserves

40

26

27

29

39

6

Total shareholders' equity

19,632

12,666

12,274

6,506

5,986

3,344

Non-controlling interest

-

-

-

716

711

98

Total equity

19,632

12,666

12,274

7,222

6,697

3,442

Total liabilities and equity

461,240

297,574

302,860

285,291

297,310

199,623

(1) Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.55, the noon buying rate on 31 December 2011.

(2) From 2008, issuances of commercial paper and certificates of deposit have been used to fund commercial banking operations. As a result, such issuances have been classified as debt securities in issue. In previous years, similar debt issuances were used to fund the Group's trading operations and therefore were classified as trading liabilities.

(3) The Transfer of Alliance & Leicester plc to the Group was accounted for with effect from 10 October 2008.

 

INCOME STATEMENTS

 

2011(1)

US$m

2011

£m

2010

£m

2009

£m

2008(2)

£m

2007

£m

Net interest income

5,937

3,830

3,814

3,412

1,772

1,499

Net fee and commission income

1,423

918

699

824

671

695

Net trading and other income

677

437

521

460

561

588

Total operating income

8,037

5,185

5,034

4,696

3,004

2,782

Administration expenses

(3,092)

(1,995)

(1,793)

(1,848)

(1,343)

(1,369)

Depreciation, amortisation and impairment

(693)

(447)

(275)

(260)

(202)

(205)

Total operating expenses, exc provisions and charges

(3,785)

(2,442)

(2,068)

(2,108)

(1,545)

(1,574)

Impairment losses on loans and advances

(876)

(565)

(712)

(842)

(348)

(344)

Provisions for other liabilities and charges

(1,421)

(917)

(129)

(56)

(17)

-

Total operating provisions and charges

(2,297)

(1,482)

(841)

(898)

(365)

(344)

Profit before tax

1,955

1,261

2,125

1,690

1,094

864

Taxation charge

(555)

(358)

(542)

(445)

(275)

(179)

Profit for the year

1,400

903

1,583

1,245

819

685

 

Attributable to:

Equity holders of the parent

1,400

903

1,544

1,190

811

685

Non-controlling interest

-

-

39

55

8

-

(1) Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.55, the noon buying rate on 31 December 2011.

(2) The Transfer of Alliance & Leicester plc to the Group was accounted for with effect from 10 October 2008.

 

EXCHANGE RATES

 

The following tables set forth, for the periods indicated, certain information concerning the exchange rate for pounds sterling based on the noon buying rate in New York City for cable transfers in foreign currencies, as certified for customs purposes by the Federal Reserve Bank of New York, expressed in US dollars per £1.00. No representation is made that amounts in pounds sterling have been, could have been or could be converted into US dollars at the noon buying rate or at any other rate. The noon buying rate for US dollars on 9 March 2012 was US$1.57.

 

Calendar period

High

US$ Rate

Low

US$ Rate

Average (1)

US$ Rate

Period end

US$ Rate

Years ended 31 December:

2011

1.67

1.54

1.60

1.55

2010

1.64

1.43

1.55

1.54

2009

1.70

1.37

1.57

1.62

2008

2.03

1.44

1.85

1.46

2007

2.11

1.92

2.00

1.98

Months ended:

March 2012(2)

1.60

1.57

1.58

1.57

February 2012

1.60

1.57

1.58

1.60

January 2012

1.58

1.53

1.55

1.58

December 2011

1.57

1.54

1.56

1.55

November 2011

1.61

1.55

1.58

1.57

October 2011

1.61

1.54

1.57

1.61

September 2011

1.62

1.54

1.58

1.56

(1) The average of the noon buying rates on the last business day of each month during the relevant period.

(2) With respect to March 2012 for the period from 1 March to 9 March.

 

SELECTED STATISTICAL INFORMATION

 

2011

%

2010

%

2009

%

2008(1)

%

2007

%

Profitability ratios:

Return on assets (2)

0.29

0.54

0.43

0.37

0.34

Return on ordinary shareholders' funds(3)

7.24

17.09

19.24

20.45

22.08

Return on average tangible common equity(4)

16

23

29

-

-

Commercial Banking margin(5)

1.85

2.06

1.76

1.33

1.40

Trading cost-to-income ratio(6)

44

41

42

50

50

Dividend payout ratio(7)

47

49

40

55

54

Non performing loans ratio(8)

1.93

1.84

1.90

-

-

Loan-to-deposit ratio(9)

138

132

132

-

-

Capital ratios:

Equity to assets ratio(10)

4.04

3.13

2.26

1.83

1.52

Core Tier 1 capital(11)

11.4

11.5

6.8

6.2

5.4

Tier 1 capital(11)

14.8

14.8

9.5

8.5

7.3

Ratio of earnings to fixed charges:(12)

- Excluding interest on retail deposits

217

363

202

137

133

- Including interest on retail deposits

133

166

143

118

116

(1) The Transfer of Alliance & Leicester plc to the Group was accounted for with effect from 10 October 2008.

(2) Profit after tax divided by average total assets.

(3) Profit after tax divided by average ordinary shareholders' funds.

(4) Return on average tangible common equity ('ROTE') is defined as the trading profit after taxation divided by average tangible common equity (average shareholders' equity less preference shares and goodwill). During 2011, the strategic objectives and key performance indicators for the Group for the medium term were set. ROTE was introduced as a key performance indicator at that time. Management reviews ROTE in order to measure the overall profitability of the Group and believes that presentation of this financial measure provides useful information to investors regarding the Group's results of operations. A reconciliation between ROTE and Return on ordinary shareholders' funds is as follows:

2011

£m

2010

£m

2009

£m

Profit after tax

903

1,583

1,245

Non-trading adjustments (post tax)

628

38

164

Trading profit after tax

1,531

1,621

1,409

Average total equity

12,464

9,591

7,185

Average non-controlling interests

-

(326)

(714)

Average ordinary shareholders' funds

12,464

9,265

6,471

Average preference shares

(894)

(669)

(297)

Average goodwill

(1,889)

(1,401)

(1,261)

Average tangible common equity

9,681

7,195

4,913

Return on ordinary shareholders' funds

7.24

17.09

19.24

Return on average tangible common equity

16

23

29

(5) Commercial Banking margin is defined as trading net interest income (adjusted to remove net interest income from the Treasury asset portfolio) divided by average commercial assets (mortgages, unsecured personal loans, corporate loans and overdrafts).

(6) The trading cost-to-income ratio is defined as total trading expenses divided by total trading income. The Company's board of directors reviews discrete financial information for each of its segments that includes measures of operating results, assets and liabilities, which are measured on a 'trading' basis. The trading basis differs from the statutory basis as a result of the application of various adjustments. See Note 2 to the Consolidated Financial Statements.

(7) Ordinary equity dividends declared divided by profit after tax.

(8) Non performing loans ratio is defined as non-performing loans as a percentage of customer assets.

(9) The loan-to-deposit ratio is defined as customer assets divided by customer liabilities.

(10) Average ordinary shareholders' funds divided by average total assets.

(11) From 1 January 2008, the Group has managed its capital requirements on a Basel II basis, as described in Note 48 to the Consolidated Financial Statements. 2007 is presented on a Basel I basis.

(12) For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit before tax plus fixed charges. Fixed charges consist of interest payable, including the amortisation of discounts and premiums on debt securities in issue.

 

Shareholder Information

 

Risk Factors

 

An investment in Santander UK plc (the 'Company') and its subsidiaries (together, the 'Group') involves a number of risks, the material ones of which are set forth below.

 

The Group's operating results, financial condition and prospects may be materially impacted by economic conditions in the UK

 

The Group's business activities are concentrated in the UK and on the offering of mortgage and savings-related products and services. As a consequence, the Group's operating results, financial condition and prospects are significantly affected by economic conditions in the UK generally, and by the UK property market in particular.

In 2008 and 2009, the UK property market suffered a significant correction as a consequence of housing demand being constrained by a combination of rising unemployment, subdued earnings growth, greater pressure on disposable income, a decline in the availability of mortgage finance and the continued effect of global market volatility. Although the UK economy began to grow again in 2009 after the recession that followed the financial crisis, the ongoing sovereign debt crisis throughout the eurozone, elevated unemployment rates and high inflation (which hit real average earnings growth and consequently consumer spending) led to slower growth in 2011 of 0.9%. GDP fell by 0.2% in the final quarter of 2011 which raised the prospect of a renewed economic downturn in the UK. The Bank of England has held the base rate at a record low of 0.5% since March 2009, and announced a further quantitative easing programme in October 2011 and an extension to this in February 2012 in an effort to support economic activity. Consumer price inflation peaked at 5.2% in September 2011 falling to 3.6% in January 2012.

Adverse changes in the credit quality of the Group's borrowers and counterparties or a general deterioration in UK or global economic conditions could reduce the recoverability and value of the Group's assets and require an increase in the Group's level of provisions for bad and doubtful debts. Likewise, a significant reduction in the demand for the Group's products and services could negatively impact Santander UK's business and financial condition.UK economic conditions and uncertainties may have an adverse effect on the quality of the Group's loan portfolio and may result in a rise in delinquency and default rates. The Group recorded impairment loss allowances on loans and advances to customers of £1,563m, £1,655m and £1,299m at 31 December 2011, 2010 and 2009, respectively. There can be no assurance that the Group will not have to increase its provisions for loan losses in the future as a result of increases in non-performing loans or for other reasons beyond its control. Any increases in the Group's provisions for loan losses and write-offs/charge-offs could have a material adverse effect on the Group's operating results, financial condition and prospects.

As in several other economies, the UK Government has taken measures to address the exceptionally high level of national debt, including tax increases and public spending cuts. Political involvement in the regulatory process and in the major financial institutions in which the UK Government has a direct financial interest is set to continue. UK Government demands for financial institutions to increase lending to support the economic recovery will increase competition for deposits, potentially narrowing margins.

The combination of slow economic recovery, UK Government intervention and competition for deposits will maintain the pressure on the Group's retail business model. Although both the Office for Budget Responsibility and the Bank of England expect stronger economic growth in 2013 than in 2012, credit quality could be adversely affected by a further increase in unemployment. These negative conditions in the UK, together with any related significant reduction in the demand for the Group's products and services, could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

The Group's operating results, financial condition and prospects may be negatively affected by conditions in global financial markets

 

The extreme volatility and disruption in global capital and credit markets since 2008 has led to severe dislocation of financial markets around the world, an unprecedented reduction in available liquidity and increased credit risk premiums for many market participants. This has caused severe problems at many of the world's largest commercial banks, investment banks and insurance companies, a number of which are the Group's counterparties or customers in the ordinary course of business. These conditions have also resulted in a material reduction in the availability of financing, both for financial institutions and their customers, compelling many financial institutions to rely on central banks and governments to provide liquidity and, in some cases, additional capital during this period. Governments around the world have sought to provide this liquidity in order to stabilise financial markets and prevent the failure of financial institutions.

Although conditions have eased to some extent since 2009, the volatility of the capital and credit markets has continued and liquidity problems remain, exacerbated recently by fears concerning the financial health of a number of European governments. Greece and other eurozone economies came under increased pressure in 2011, with concerns focused on the sustainability of their sovereign debt. These continuing sovereign debt concerns and the related fiscal deterioration in eurozone economies may continue to accentuate the existing disruption in the capital and credit markets. The continuing market instability and reduction of available credit have contributed to lower consumer confidence, increased market volatility, increased funding costs, reduced business activity and, consequently, increasing commercial and consumer loan delinquencies, and market value declines on debt securities held by the Group, all of which could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

The Group may suffer adverse effects as a result of the ongoing economic and sovereign debt crisis in the eurozone

 

The financial health of a number of European governments was shaken by a sovereign debt crisis that escalated throughout 2011, contributing to volatility of the capital and credit markets. The sustainability of the sovereign debt of Greece and certain other eurozone economies remains uncertain.

The risk of contagion throughout and beyond the eurozone remains. A significant number of financial institutions throughout Europe have substantial exposures to sovereign debt issued by nations which are under considerable financial pressure. Should any of those nations default on their debt, or experience a significant widening of credit spreads, major financial institutions and banking systems throughout Europe could be destabilised, resulting in the further spread of the ongoing economic crisis. Although the Group conducts the majority of its business in the UK, it has some limited direct and indirect exposure to financial and economic conditions throughout the eurozone economies. For further description of the Group's exposures to eurozone countries, eurozone banks and other financial institutions and corporates see 'Balance Sheet Business Review - Country Risk Exposure' on pages 44 to 48. In addition, general financial and economic conditions in the UK, which directly affect the Group's operating results, financial condition and prospects, may deteriorate as a result of conditions in the eurozone.

While authorities throughout the European Union continue to work towards developing a political structure or economic plan to address the fiscal instability of certain eurozone nations, the ongoing economic crisis has increased the risk of a break-up of the eurozone. A break-up of the eurozone could have a dramatic impact on the whole financial sector, creating new challenges in sovereign and corporate lending and resulting in significant disruptions in financial activities at both the market and retail levels.

Furthermore, concerns that the eurozone sovereign debt crisis could worsen may lead to the reintroduction of national currencies in one or more eurozone countries or possibly the abandonment of the euro. The departure or risk of departure from the euro by one or more eurozone countries and/or the abandonment of the euro as a currency could have major negative effects on both existing contractual relations and the fulfilment of obligations by the Group and/or customers of the Group, which would have a significant negative impact on the activity, operating results and capital and financial position of the Group.

 

The Group's risk management measures may not be successful

 

The management of risk is an integral part of all of the Group's activities. Risk constitutes the Group's exposure to uncertainty and the consequent variability of return. Specifically, risk equates to the adverse effect on profitability or financial condition arising from different sources of uncertainty including credit risk (retail, wholesale and corporate), market risk, operational risk, securitisation risk, non-traded market risk, concentration risk, liquidity and funding risk, reputational risk, strategic risk, pension obligation risk, residual value risk and regulatory risk. The Group seeks to monitor and manage its risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal reporting systems. For further description of our risk management policies see the Risk Management Report on pages 62 to 135. While the Group employs a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques, and the judgements that accompany their application, cannot anticipate every unfavourable event or the specifics and timing of every outcome. Accordingly, the Group's ability to successfully identify and balance risks and rewards, and to manage all material risks, is important. Failure to manage such risks appropriately could have a significant effect on the Group's operating results, financial condition and prospects. For example, failure to manage the credit risk (retail) associated with mortgage lending could result in the Group making mortgage loans outside of appropriate risk parameters and potentially resulting in higher levels of default or delinquency on the Group's mortgage loan assets.

 

The Group has a significant exposure to the UK real estate market.

 

The residential mortgage loan portfolio is one of the Group's principal assets, comprising 85% of its loan portfolio as of 31 December 2011. As a result, the Group is highly exposed to developments in the residential property market in the UK.

From 2002 to 2006, demand for housing and mortgage finance in the UK increased significantly driven by, among other things, sustained economic growth, declining unemployment rates, restrictions on new residential property building, demographic trends and the increasing prominence of London as an international financial centre. During 2007, the housing market began to adjust in the UK as a result of deteriorating affordability, slower real income growth and some reduction in credit availability.

From 2007, economic growth stalled, recession hit and unemployment rose in the UK and as a consequence housing demand decreased and credit availability reduced. Real estate prices declined and mortgage delinquencies increased. This adversely affected the credit performance of real estate-related exposures, in residential mortgages and also loans to the real estate sector by Corporate Banking. These property market conditions may continue to affect consumer confidence levels and cause further adverse movements in real estate markets. In turn this may cause adverse changes in repayment patterns, causing increases in delinquencies and default rates, which may impact the Group's provision for credit losses and write-offs/charge-offs. Trends such as these could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

Risks concerning borrower credit quality are inherent in the Group's business

 

Risks arising from changes in credit quality and the recoverability of loans and amounts due from borrowers and counterparties are inherent in a wide range of the Group's businesses. Adverse changes in the credit quality of the Group's borrowers and counterparties, as a result of a general deterioration in UK or global economic conditions, or arising from systemic risks in the financial systems, could reduce the recoverability and value of the Group's assets and require an increase in the Group's level of provisions for bad and doubtful debts.

The Group estimates and establishes reserves for credit risks and potential credit losses inherent in its credit exposure. This process, which is critical to its results and financial condition, requires difficult, subjective and complex judgements, including forecasts of how these economic conditions might impair the ability of its borrowers to repay their loans. As is the case with any such assessments, the Group may fail to estimate accurately the impact of factors that it identifies. Any such failure may have a material adverse impact on the Group's operating results, financial condition and prospects.

 

The soundness of other financial institutions could materially and adversely affect the Group's business

 

The Group's ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness, or perceived commercial soundness, of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. The Group has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual funds and other institutional clients. Defaults by or even rumours or questions about one or more financial services institutions, or the financial services industry generally, can lead to market-wide liquidity problems and could result in losses for the Group or other institutions as well as increased funding costs. Many transactions expose the Group to credit risk in the event of default of the Group's counterparty or client. In addition, the Group's credit risk may be exacerbated when the collateral held by the Group cannot be realised or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to the Group. There is no assurance that any such losses would not materially and adversely affect the Group's operating results, financial condition and prospects.

 

Risks associated with liquidity and funding are inherent in the Group's business

 

Liquidity risk is the risk that the Group, although solvent, either does not have available sufficient financial resources to enable it to meet its obligations as they fall due or can secure them only at excessive cost. This risk is inherent in any retail and commercial banking business and can be heightened by a number of enterprise-specific factors, including over-reliance on a particular source of funding, changes in credit ratings or market-wide phenomena such as market dislocation. While the Group has implemented liquidity management processes to seek to mitigate and control these risks, unforeseen systemic market factors in particular make it difficult to eliminate completely these risks. Adverse and continued constraints in the supply of liquidity, including inter-bank lending, has affected and may materially and adversely affect the cost of funding the Group's business, and extreme liquidity constraints may affect the Group's current operations as well as limit growth possibilities. Such events may also have a material adverse effect on the market value and liquidity of bonds issued by the Group in the secondary markets. The prime residential mortgage securitisation and covered bond primary and secondary markets, which are important sources of funding for the Group, continue to experience severe disruptions as a result of constrained liquidity and a material reduction in investor demand for these securities. Global investor confidence also remains low and other forms of wholesale funding remain relatively scarce.

Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on the Group's ability to access capital and liquidity on financial terms acceptable to it.

The Group's cost of obtaining funding is directly related to prevailing market interest rates and to its credit spreads. Credit spreads are the amount in excess of the interest rate of Government benchmark securities, of the same maturity that the Group needs to pay to its funding providers. Increases in interest rates and its credit spreads can significantly increase the cost of the Group's funding. Changes in the Group's credit spreads are market-driven, and may be influenced by market perceptions of its creditworthiness. Changes to interest rates and its credit spreads occur continuously and may be unpredictable and highly volatile.

If wholesale markets financing ceases to become available, or becomes excessively expensive, the Group may be forced to raise the rates it pays on deposits, with a view to attracting more customers, and/or to sell assets, potentially at depressed prices. While central banks around the world have made coordinated efforts to increase liquidity in the financial markets, by taking measures such as increasing the amounts they lend directly to financial institutions, lowering interest rates and significantly increasing temporary reciprocal currency arrangements (or swap lines), it is not known how long central bank schemes will continue or on what terms. The Bank of England's Special Liquidity Scheme was not extended when it expired at the end of January 2012. Although there are no indications from the Monetary Policy Committee that policy interest rates are likely to be raised in the near future, and financial markets do not expect rates to rise in 2012, it always remainspossible that the Bank of England might raise interest rates in the near term, thereby increasing the cost of the Group's funding. The persistence or worsening of these adverse market conditions, and the withdrawal of such central bank schemes or an increase in base interest rates, could have a material adverse effect on the Group's ability to access liquidity and cost of funding (whether directly or indirectly). 

 

The Group relies, and will continue to rely, primarily on commercial deposits to fund lending activities. The ongoing availability of this type of funding is sensitive to a variety of factors outside the Group's control, such as general economic conditions and the confidence of commercial depositors in the economy, in general, and the financial services industry in particular, and the availability and extent of deposit guarantees, as well as competition between banks for deposits. Any of these factors could significantly increase the amount of commercial deposit withdrawals in a short period of time, thereby reducing the Group's ability to access commercial deposit funding on appropriate terms, or at all, in the future. If these circumstances were to arise, this could have a material adverse effect on the Group's operating results, financial condition and prospects.

For additional information about the Group's liquidity position and other liquidity matters, including credit ratings and outlooks and the policies and procedures the Group uses to manage its liquidity risks, see 'Balance Sheet Business Review - Capital Management and Resources' on pages 54 to 56, 'Balance Sheet Business Review - Funding and Liquidity' on pages 57 to 58 and 'Risk Management Report - Funding and Liquidity Risk' on pages 123 to 126.

 

The Group is subject to regulatory capital and liquidity requirements that could limit its operations, and changes to these requirements may further limit and adversely affect its operating results, financial condition and prospects

 

As a bank the Company is subject to capital adequacy requirements adopted by the UK Financial Services Authority (the 'FSA') which provide for a minimum ratio of total capital to risk-adjusted assets both on a consolidated basis and on a solo-consolidated basis (the basis used by the FSA solely for the purpose of the calculation of capital resources and capital resources requirements, which comprises the Company and certain subsidiaries), expressed as a percentage. Any failure by the Group to maintain its ratios may result in administrative actions or sanctions which may affect the Group's ability to fulfil its obligations.

In response to the recent financial crisis, the FSA has imposed, and may continue to impose, more stringent capital adequacy requirements, including increasing the minimum regulatory capital requirements imposed on the Group. For instance, the FSA has adopted a supervisory approach in relation to certain UK banks, including the Company, under which those banks are expected to maintain Tier 1 Capital in excess of the minimum levels required by the existing rules and guidance of the FSA. The FSA is currently considering, and in the process of consulting on, changes to the eligibility criteria for Tier 1 Capital as well as provisions that may result in banks being required to increase the level of regulatory capital held in respect of trading book risks. This consultation is taking place ahead of the UK implementation of the recent amendments and proposed amendments to the EU-wide capital adequacy requirements (as set out in the amended Directive 2006/48/EC and Directive 2006/49/EC, collectively referred to as the 'Capital Requirements Directive').

On 5 October 2009, the FSA published its new liquidity rules which significantly broadened the scope of the existing liquidity regime. These are designed to enhance regulated firms' liquidity risk management practices. As part of these reforms, the FSA has implemented requirements for financial institutions to hold prescribed levels of specified liquid assets and have in place other sources of liquidity to address the institution-specific and market-wide liquidity risks that institutions may face in short-term and prolonged stress scenarios.

On 16 December 2010 and 13 January 2011, the Basel Committee on Banking Supervision issued its final guidance on a number of fundamental reforms to the regulatory capital framework intended to strengthen minimum capital requirements (referred to as Basel III). The changes in Basel III include, among other things, phasing out Innovative Tier 1 Capital instruments with incentives to redeem and implementing a leverage ratio on institutions in addition to current risk-based regulatory capital requirements. As essentially a retail bank lending mostly on secured residential mortgages, the Company's current leverage ratio is high, reflecting the low risk-weighting of its assets. Basel III also requires institutions to build counter-cyclical capital buffers that may be drawn upon in stress scenarios, as well as increasing the amount and quality of Tier 1 Capital that institutions are required to hold. The changes brought about by Basel III will be phased in gradually between January 2013 and January 2019. The most recent Basel capital rules have raised the minimum level of tangible common equity capital from 2 to 7 per cent. of risk-weighted assets, however it is not yet known whether the FSA will require UK banks to hold a further buffer above this level.

Regulators in the UK and world-wide have produced a range of proposals for future legislative and regulatory changes which could force the Group to comply with certain operational restrictions or take steps to raise further capital, or could increase the Group's expenses, or otherwise adversely affect its operating results, financial condition and prospects. These include:

 

the introduction of recovery and resolution planning requirements (popularly known as 'living wills') for banks and other financial institutions as contingency planning for the failure of a financial institution that may affect the stability of the financial system;

implementation of the Financial Services Act 2010, which enhances the FSA's disciplinary and enforcement powers;

the introduction of more regular and detailed reporting obligations; and

a proposal in the ICB's recommendations to require large UK retail banks to hold a minimum Core Tier 1 to risk-weighted assets ratio of at least 10 per cent., which is, broadly, 3 per cent. higher than the minimum capital levels required under Basel III.

 

These measures could have a material adverse effect on the Group's operating results, financial condition and prospects. There is a risk that changes to the UK capital adequacy regime (including any introduction of a minimum leverage ratio) may result in increased minimum capital requirements, which could reduce available capital and thereby adversely affect the Group's profitability and ability to pay dividends, continue organic growth (including increased lending), or pursue acquisitions or other strategic opportunities (unless the Group were to restructure its balance sheet in order to reduce the capital charges incurred pursuant to the FSA's rules in relation to the assets held, or alternatively raise additional capital but at increased cost and subject to prevailing market conditions). In addition, changes to the eligibility criteria for Tier 1 Capital may affect the Group's ability to raise Tier 1 Capital or the eligibility of existing Tier 1 Capital resources.

There is also a risk that implementing and maintaining enhanced liquidity risk management systems may incur significant costs and more stringent requirements to hold liquid assets may materially affect the Group's lending business as more funds may be required to acquire or maintain a liquidity buffer, thereby reducing future profitability.

 

Any reduction in the credit rating assigned to the Group, any member of the Group or to any Group debt securities would be likely to increase the Group's cost of funding, require additional collateral to be placed and adversely affect its interest margins and liquidity position

 

Credit ratings affect the cost and other terms upon which the Group is able to obtain funding. Rating agencies regularly evaluate the Group and certain members of the Group, as well as their respective debt securities. Their ratings are based on a number of factors, including the financial strength of the Group or of the relevant member, as well as conditions affecting the financial services industry generally. There can be no assurance that the rating agencies will maintain the Group's or the relevant member's current ratings or outlook, or with regard to those rating agencies who may have a negative outlook on the Group, there can be no assurances that such agencies will revise such outlooks upwards, especially in light of the difficulties in the financial services industry and the financial markets.

Any reduction in those ratings and outlook would be likely to increase the cost of the Group's funding, limit access to capital markets, and require additional collateral to be placed, and consequently, adversely affect the Group's interest margins and/or affect its liquidity position. For example, a ratings downgrade could adversely affect the Group's ability to sell or market certain of its products, such as subordinated securities and engage in certain longer-term and derivatives transactions. It could also adversely affect the Group's ability to retain customers or attract new investors, particularly those who look for a minimum rating threshold in order to invest. Any of these could, in turn, reduce the Group's liquidity and have an adverse effect on the Group's operating results, financial condition and prospects.

 

Fluctuations in interest rates, bond and equity prices and other market factors are inherent in the Group's business

 

The Group faces significant interest rate and bond and equity price risks. Fluctuations in interest rates could adversely affect the Group's operations and financial condition in a number of different ways. An increase in interest rates generally may decrease the relative value of the Group's fixed rate loans and raise the Group's funding costs, although such an increase would be offset to some extent by an increase in income from variable rate loans. Such an increase could also generally decrease the relative value of fixed rate debt securities in the Group's securities portfolio. In addition, an increase in interest rates may reduce overall demand for new loans and increase the risk of customer default, while general volatility in interest rates may result in a gap between the Group's interest rate-sensitive assets and liabilities. Interest rates are sensitive to many factors beyond the Group's control, including the policies of central banks and, in particular, the Bank of England, as well as domestic and international economic conditions and political factors. It remains difficult to predict any changes in economic or financial market conditions.

Continued declines in housing markets over the past four years have adversely affected the credit performance of real estate-related loans and resulted in write-downs of asset values by many financial institutions (including the Group). These write-downs, initially of asset-backed securities but spreading to other securities and loans, have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced funding to borrowers, including to other financial institutions. As a result of these market forces, volatility in interest rates and basis spreads has increased, which has increased the Group's borrowing costs.

Any further increase in wholesale funding costs or deposit rates could precipitate a re-pricing of loans to customers, which could result in a reduction of volumes, and could also have an adverse effect on the Group's interest margins. While the Group would also expect to increase lending rates, there can be no assurance that it would be able to offset in full or at all its funding costs and, in addition, may face competitive pressure to pass on interest rate rises to retain existing and attract new customer deposits.

The Group also sponsors a number of defined benefit staff pension schemes, and its obligations to those schemes may increase depending on the performance of financial markets. Although the Group is taking measures to mitigate and control the effects of these conditions, there can be no assurances that such controls will insulate the Group from deteriorating market conditions.

 

Currency fluctuations may adversely affect the Group's operating results, financial condition and prospects

 

The Group is exposed to risk from fluctuations in exchange rates for currencies, particularly the US dollar and the euro. In particular, a substantial portion of the Group's outstanding debt is denominated in currencies other than the British pound sterling, which is the primary currency of the Group's financial reporting. The Group's capital is also stated in pound sterling and it does not fully hedge its capital position against changes in currency exchange rates. Although the Group seeks to hedge most of its currency risk through hedging and purchase of cross-currency swaps, these hedges do not eliminate currency risk and the Group can make no assurance that it will not suffer adverse financial consequences as a result of currency fluctuations. Significant exchange rate volatility and the depreciation of the pound sterling in particular could have an adverse impact on the Group's results of operations and its ability to meet its US dollar and euro-denominated obligations, and could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

Market conditions have, and could result, in material changes to the estimated fair values of financial assets of the Group. Negative fair value adjustments could have a material adverse effect on the Group's operating results, financial condition and prospects

 

In the past four years, financial markets have been subject to significant stress resulting in steep falls in perceived or actual financial asset values, particularly due to the recent volatility in global financial markets and the resulting widening of credit spreads. The Group has material exposures to securities and other investments that are recorded at fair value and are therefore exposed to potential negative fair value adjustments. Asset valuations in future periods, reflecting then prevailing market conditions, may result in negative changes in the fair values of the Group's financial assets and these may also translate into increased impairments. In addition, the value ultimately realised by the Group on disposal may be lower than the current fair value. Any of these factors could require the Group to record negative fair value adjustments, which may have a material adverse effect on its operating results, financial condition or prospects.

In addition, to the extent that fair values are determined using financial valuation models, such values may be inaccurate or subject to change, as the data used by such models may not be available or may become unavailable due to changes in market conditions, particularly for illiquid assets, and particularly in times of economic instability. In such circumstances, the Group's valuation methodologies require it to make assumptions, judgements and estimates in order to establish fair value, and reliable assumptions are difficult to make and are inherently uncertain and valuation models are complex, making them inherently imperfect predictors of actual results. Any consequential impairments or write-downs could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

A core strategy of the Company is to grow the Group's operations and it may not be able to manage such growth effectively, which could have an adverse impact on its profitability

 

The Group allocates management and planning resources to develop strategic plans for organic growth, and to identify possible acquisitions and disposals and areas for restructuring the Group's businesses. The Group cannot provide assurance that it will, in all cases, be able to manage its growth effectively or deliver its strategic growth objectives. Challenges that may result from the strategic growth decisions include the Group's ability to:

 

manage efficiently the operations and employees of expanding businesses;

maintain or grow its existing customer base;

assess the value, strengths and weaknesses of investment or acquisition candidates;

finance strategic investments or acquisitions;

fully integrate strategic investments, or newly-established entities or acquisitions in line with its strategy;

align its current information technology systems adequately with those of an enlarged Group;

apply its risk management policy effectively to an enlarged Group; and

manage a growing number of entities without over-committing management or losing key personnel.

 

Any failure to manage growth effectively, including relating to any or all of the above challenges associated with the Group's growth plans, could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

The Company may incur unanticipated losses related to its business combinations

 

The Company has made several business acquisitions in recent years, including the acquisition of Alliance & Leicester plc in January 2009 and the retail deposits, branch network and related employees of Bradford & Bingley in September 2008. In October and November 2010, the Company also acquired the following Banco Santander, S.A. entities:

 

Santander Cards Limited, Santander Cards UK Limited (and its subsidiaries) and Santander Cards Ireland Limited;

Santander Consumer (UK) plc (of which the Company already held 49.9%); and

Santander PB UK (Holdings) Limited (of which the Company already held 51%) and its subsidiaries.

 

In addition, in August 2010, the Company reached an agreement to acquire those parts of the banking business of the Royal Bank of Scotland Group which are carried out through its Royal Bank of Scotland branches in England and Wales and its NatWest branches in Scotland (the 'RBS Acquisition') upon completion of the acquisition.

The Company's assessment of the businesses acquired in October and November 2010 and to be acquired under the RBS Acquisition is based on certain assumptions with respect to operations, profitability, asset quality and other matters that may prove to be incorrect. In the case of the RBS Acquisition, this assessment was also based on limited information, as there were no standalone audited financial statements in respect of the relevant assets. There can be no assurance that the Group will not be exposed to currently unknown liabilities resulting from these business combinations. Any unanticipated losses or liabilities could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

The Group may fail to realise the anticipated benefits of the Company's recent or proposed business combinations

 

The success of the Group's business combinations will depend, in part, on the Group's ability to realise the anticipated benefits from combining the businesses of Alliance & Leicester, Bradford & Bingley, those acquired in October and November 2010 and the assets to be acquired under the RBS Acquisition, with the Group's business. It is possible that the integration process could take longer or be more costly than anticipated. The eventual integration of the assets to be acquired under the RBS Acquisition is dependent upon, among other things, the successful transition to Partenon (the proprietary IT platform used by the Banco Santander group). Any delay could result in additional costs to the Group and mean that the Group does not receive the full benefit anticipated from such acquisition. The Group's efforts to integrate these businesses are also likely to divert management attention and resources. If the Group takes longer than anticipated or is not able to integrate these businesses, the anticipated benefits of the Group's business combinations may not be realised fully or at all. Any failure to realise all or any of the anticipated benefits of these business combinations could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

Goodwill impairments may be required in relation to certain of the Company's acquired businesses

 

The Company has made business acquisitions in recent years and will acquire certain assets under the RBS Acquisition. It is possible that the goodwill which has been attributed, or will be attributed, to these businesses may have to be written-down if the Company's valuation assumptions are required to be reassessed as a result of any deterioration in their underlying profitability, asset quality and other relevant matters. In 2011 there was a £60m impairment related to Cater Allen Private Bank as a result of a reassessment of the value of certain parts of the business in light of recent market conditions and regulatory developments Impairment testing in respect of goodwill is performed annually, more frequently if there are impairment indicators present, and comprises a comparison of the carrying amount of the cash-generating unit with its recoverable amount. There can be no assurances that the Company will not have to write down the value attributed to goodwill in the future, which would adversely affect the Group's results and net assets.

 

The Group's business is conducted in a highly competitive environment

 

The market for UK financial services is highly competitive, and the recent financial crisis has reshaped the banking landscape in the UK, reinforcing both the importance of a retail deposit funding base and strong capitalisation. The Group expects such competition to intensify in response to consumer demand, technological changes, the impact of consolidation, regulatory actions and other factors. If financial markets remain unstable, financial institution consolidation may continue (whether as a result of the UK Government taking ownership and control over other financial institutions in the UK or otherwise). Financial institution consolidation could also result from the UK Government disposing of its stake in those financial institutions it currently controls. Such consolidation could adversely affect the Group's operating results, financial condition and prospects. The potential increase in competition could result in declining lending margins or competition for savings driving up funding costs that cannot be recovered from borrowers, all of which could adversely affect the Group's operating results, financial condition and prospects.

In addition, if the Group's customer service levels were perceived by the market to be materially below those of its UK competitor financial institutions, the Group could lose existing and potential business. If the Group is not successful in retaining and strengthening customer relationships, it may lose market share, incur losses on some or all of its activities or fail to attract new deposits or retain existing deposits, which could have a material adverse effect on its operating results, financial condition and prospects.

 

Operational risks are inherent in the Group's business

 

Operational Risk losses can result from many actions, including fraud, criminal acts, errors by employees, employee misconduct, unauthorised breaches of authorities, failure to document transactions properly or to obtain proper authorisation, failure to comply with regulatory requirements and conduct of business rules, failure or breakdown of accounting, data processing and other record keeping systems, natural disasters, or failure or breakdown of external systems, including those of the Group's suppliers or counterparties. Such operational losses could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

The Group relies on recruiting, retaining and developing appropriate senior management and skilled personnel

 

The Group's continued success depends in part on the continued service of key members of its management team. The ability to continue to attract, train, motivate and retain highly qualified and talented professionals is a key element of the Company's strategy. The successful implementation of the Company's growth strategy depends on the availability of skilled management, both at its head office and at each of its business units. If the Company or one of its business units or other functions fails to staff their operations appropriately or loses one or more of its key senior executives, and fails to replace them in a satisfactory and timely manner, its operating results, financial condition and prospects, including control and operational risks, may be adversely affected. Likewise, if the Company fails to attract and appropriately train, motivate and retain qualified and talented professionals, its business may be affected.

 

Reputational risk could cause harm to the Group and its business prospects

 

The Group's ability to attract and retain customers and conduct business transactions with its counterparties could be adversely affected to the extent that its reputation, the reputation of Banco Santander, S.A. (as the majority shareholder in the Company), or the reputation of affiliates operating under the "Santander" brand or any of its other brands is damaged. Failure to address, or appearing to fail to address, various issues that could give rise to reputational risk could cause harm to the Group and its business prospects. Reputational issues include, but are not limited to: appropriately addressing potential conflicts of interest; legal and regulatory requirements; ethical issues; adequacy of anti-money laundering processes; privacy issues; customer service issues; record-keeping; sales and trading practices; proper identification of the legal, reputational, credit, liquidity and market risks inherent in products offered; and general company performance (including the quality of the Company's customer services). A failure to address these issues appropriately could make customers unwilling to do business with the Group, which could adversely affect its operating results, financial condition and prospects.

 

Legislative, regulatory and governmental oversight and current banking reform initiatives and requirements could have a material adverse effect on the Group

 

The Group is subject to extensive financial services laws, regulations, administrative actions and policies in each location in which the Group operates (including in the US and, indirectly, in Spain as a result of being part of the Banco Santander, S.A. group). During the recent market turmoil, there have been unprecedented levels of government and regulatory intervention and scrutiny, and changes to the regulations governing financial institutions and the conduct of business. In addition, in light of the financial crisis, regulatory and governmental authorities are considering, or may consider, further enhanced or new legal or regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision. It is anticipated that this intensive approach to supervision will be continued by the successor regulatory authorities to the FSA.

Recent proposals and measures taken by governmental, tax and regulatory authorities and future changes in supervision and regulation, in particular in the UK, which are beyond the Group's control, could materially affect the Group's business, value of assets and the Group's operations, and result in significant increases in operational costs. Products and services offered by the Group could also be affected. The FSA is taking a more intrusive approach in respect of financial products and this power will be further enhanced with the introduction of the successor conduct regulatory authority to the FSA. Changes in UK legislation and regulation to address the stability of the financial sector may also affect the competitive position of the UK banks, including the Company, particularly if such changes are implemented before international consensus is reached on key issues affecting the industry, for instance in relation to the FSA's regulations on liquidity risk management and also the UK Government's introduction of the bank levy. Although the Group works closely with its regulators and continually monitors the situation, future changes in law, regulation, fiscal or other policies can be unpredictable and are beyond the control of the Group. No assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have an adverse effect on the Group's business.

On 16 June 2010, the Chancellor of the Exchequer announced the creation of the Independent Commission on Banking (the 'ICB'), chaired by Sir John Vickers. The ICB was asked to consider structural and related non-structural reforms to the UK banking sector to promote financial stability and competition, and to make recommendations to the Government by the end of September 2011. The ICB gave its recommendations on 12 September 2011 and proposed: (i) implementation of a retail ring fence, (ii) increased capital requirements and (iii) improvement of competition. The Government published its response to the ICB's recommendations on 19 December 2011, broadly endorsing them. A consultation paper is due from the Government in Spring 2012 setting out detailed proposals for the implementation of the ICB's recommendations. Implementation of the proposals may require the Group to make changes to its structure and business. In addition, the resolution of a number of issues, including regulatory investigations and reviews and court cases, affecting the UK financial services industry could have an adverse effect on the Group's operating results, financial condition and prospects, or its relations with its customers and potential customers.

 

UK tax changes (including the UK bank levy) could have a material adverse effect on the Group's business

 

HM Treasury has introduced a new and permanent bank levy via legislation in the Finance Act 2011. The UK bank levy is imposed on (amongst other entities) UK banking groups and subsidiaries, and therefore applies to the Group. The amount of the bank levy is based on a bank's total liabilities, excluding (amongst other things) Tier 1 Capital, insured retail deposits and repos secured on sovereign debt. A reduced rate is applied to longer-term liabilities.

 

HM Treasury has emphasised that the bank levy will not be regarded as insurance against future bank failures and that it is exploring the costs and benefits of imposing a financial activities tax on the profits and remuneration of banking groups. As forecast 2011 receipts from the bank levy are expected to fall short of the £2.5 billion target, bank levy rates were increased by 12.8% from 1 January 2012.

The UK bank levy, and possible future changes in the taxation of banking groups in the European Union, could have a material adverse effect on the Group's operating results, financial condition and prospects, and the competitive position of UK banks, including the Company.

 

The Group is exposed to various forms of legal and regulatory risk which could have a material adverse effect on its operating results, financial condition and prospects or relations with its customers

 

The Group is exposed to many forms of legal and regulatory risk, which may arise in a number of ways. Primarily:

 

certain aspects of the Group's business may be determined by the Bank of England, the FSA, HM Treasury, the Financial Ombudsman Service ('FOS') or the courts as not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS's opinion;

the alleged misselling of financial products, resulting in disciplinary action or requirements to amend sales processes, withdraw products, or provide restitution to affected customers, all of which may require additional provisions.

the Group holds accounts for entities that might be or are subject to interest from various regulators, including the UK's Serious Fraud Office, those in the US and others. The Group is not aware of any current investigation into the Group as a result of any such enquiries, but cannot exclude the possibility of the Group's conduct being reviewed as part of any such investigations; and

the Group may be liable for damages to third parties harmed by the conduct of its business.

 

The FSA carries out regular and frequent reviews of the conduct of business by financial institutions including banks. An adverse finding by the regulator could result in the need for extensive changes in systems and controls, business policies, and practices coupled with customer redress, fines and reputational damage. For a discussion of the Group's approach to its provision for payment protection insurance complaints in connection with the related FSA policy statement and April 2011 High Court ruling see "Potential intervention by the UK Financial Services Authority (or an overseas regulator) may occur, particularly in response to customer complaints" on pages 287 and 288.

In addition, the Group faces both financial and reputational risk where legal or regulatory proceedings, or the Financial Ombudsman Service, or other complaints are brought against it in the UK High Court or elsewhere, or in jurisdictions outside the UK, including other European countries and the United States.

Failure to manage these risks adequately could have a material adverse effect on the Group's reputation, its operating results, financial condition and prospects.

 

The structure of the financial regulatory authorities in the UK and the UK regulatory framework that applies to members of the Group is the subject of reform and reorganisation

 

The UK Government announced proposals in June 2010 to reform the institutional framework for UK financial regulation. Specifically, the UK Government intends to replace the FSA with two new successor bodies.

In July 2010 and February 2011, HM Treasury published consultations on proposals to replace the FSA with a new Prudential Regulation Authority (the 'PRA'), which will be responsible for micro-prudential regulation of financial institutions that manage significant risks on their balance sheets, and a new Financial Conduct Authority (the 'FCA') which will be responsible for regulation of conduct of business. HM Treasury proposes, amongst other things, that the FCA will have product intervention powers, and that cooperation will exist between the FCA and the FOS, particularly where issues identified potentially have wider implications. Draft guidance has also been published on how the FCA and PRA will interact.

In June 2011 HM Treasury published a further consultation document, including a draft Bill, which reiterates the proposals to replace the FSA with the PRA and the FCA and suggests that the regulatory approach under the new regime will be more intrusive than the existing regime and will challenge business models and governance culture in particular. HM Treasury intends that the Bill will become law by the end of 2012, with the new regime intended to come into effect in 2013. To prepare for this change, the FSA will be adopting a 'twin peaks' model internally and will have two supervisors; one focusing on prudential matters and the other on conduct.

Substantial reorganisation of the regulatory framework has the potential to cause administrative and operational disruption for the regulatory authorities concerned. This disruption could impact on the resources which the FSA or the successor authorities are able to devote to the supervision of regulated financial services firms, the nature of their approach to supervision and accordingly, the ability of regulated financial sector firms (including members of the Group) to deal effectively with their supervisors and to anticipate and respond appropriately to developments in regulatory policy.

It is anticipated that future changes in the nature of, or policies for, prudential and conduct of business supervision, as performed by the successor authorities to the FSA, will differ from the current approach taken by the FSA and that this could lead to a period of some uncertainty for members of the Group. The Financial Services Bill, which has been put before Parliament, not only details proposals for the creation of the FCA and PRA but also contains provisions enabling consumer credit regulation to be transferred from the OFT to the FCA. This decision will be subject to further consultation. Should this change occur, its introduction will bring about another reform to the institutional framework.

 

No assurance can be given that further changes will not be made to the regulatory regime in the UK generally, the Group's particular business sectors in the market or specifically in relation to the Group. Any or all of these factors could have a material adverse effect on the conduct of the business of the Group and, therefore, also on its strategy and profitability, and its ability to respond to and satisfy the supervisory requirements of the relevant UK regulatory authorities.

 

Various reforms to the mortgage lending market have been proposed which could require significant implementation costs or changes to the business strategy of the Group

 

In March 2009, the Turner Review, "A regulatory response to the global banking crisis", was published and set out a detailed analysis of how the global financial crisis began along with a number of recommendations for future reforms and proposals for consultation. In the Turner Review, it was announced that the FSA would publish a discussion paper considering the possibility of a move towards the regulation of mortgage products (in addition to the product providers) and other options for reform of the mortgage market. This discussion paper (Discussion Paper 09/3) was published in October 2009 and launched the FSA's Mortgage Market Review ("MMR"). The review involved a consultation concerning various potential reforms to the regulatory framework applicable to mortgage lenders and mortgage intermediaries, including mortgage firms' conduct of business, product distribution and advice, and their handling of arrears and repossessions.

Separately, in January 2011, HM Treasury announced a package of measures with the aim of enhancing consumer protection in the mortgage market. The measures provide for the transfer of the regulation of new and existing second charge residential mortgages from the OFT to the FSA, and provide for consumer protection when a mortgage book is sold by a regulated mortgage lender to an unregulated firm.

On 19 December 2011, the FSA issued its latest MMR consultation containing proposals for a change in the rules relating to the UK mortgage market. Key changes will require lenders to (i) verify borrowers income; (ii) check that interest-only mortgages can be repaid; and (iii) make sure that borrowers can pay for their mortgage after retirement. The consultation closes on 30 March 2012 and the FSA hopes to make a final decision on the definitive form of rules by Summer 2012. The ultimate impact of such measures on the Group is uncertain and no assurance can be given that such changes and any further reforms considered as part of the MMR will not adversely affect the Group and its business and operations. Further, it is possible that such reforms, if adopted, could lead to a period of change for the Company, particularly as regards changes that may be required to the operational strategy and capital management of the Company, and the supervisory approach taken by the FSA in relation to second charge mortgages, a portfolio of which the Group acquired as a result of its acquisition of Alliance & Leicester plc and any second charge mortgages which may be acquired under the RBS Acquisition.

As a consequence of such changes and any associated costs that may arise, it is possible that there could be a material adverse effect on the operating results, financial condition and prospects of the Group.

 

Potential intervention by the UK Financial Services Authority (or an overseas regulator) may occur, particularly in response to customer complaints.

 

Customers of financial services institutions, including customers of the Group, may seek redress if they consider that they have suffered loss as a result of the misselling of a particular product, or through incorrect application of the terms and conditions of a particular product. Given the inherent unpredictability of litigation and the evolution of judgements by the FOS, it is possible that an adverse outcome in some matters could have a material adverse effect on the operating results, financial condition and prospects of the Group arising from any penalties imposed or compensation awarded, together with the costs of defending such an action.

The Financial Services Act 2010 has provided a new power for the FSA which enables the FSA to require authorised firms, including members of the Group, to establish a consumer redress scheme if it considers that consumers have suffered loss or damage as a consequence of a widespread or regular regulatory failing, including misselling.

In recent years there have been several industry-wide issues in which the FSA has intervened directly. One such issue is the misselling of payment protection insurance ('PPI'), about which, in August 2010, the FSA published Policy Statement 10/12 entitled "The assessment and redress of Payment Protection Insurance complaints". This policy statement contains rules from the FSA which alter the basis on which the FSA regulated firms (including the Company and certain members of the Group) must consider and deal with complaints in relation to the sale of PPI and may potentially increase the amount of compensation payable to customers whose complaints are upheld. In October 2010 the British Bankers' Association (the 'BBA') applied for judicial review of these new rules and on 20 April 2011, the High Court rejected the BBA's legal challenge and upheld the FSA's policy statement about misselling of PPI. On 9 May 2011, the BBA announced its decision not to appeal against the High Court's PPI judgment. The High Court judgment on the misselling of PPI resulted in very significant provisions for customer redress being made by several UK financial services providers. The Company did not participate in the UK High Court case, and has taken a prudent approach in consistently settling claims over the last two years as they have arisen.

In light of the High Court ruling in April 2011, the BBA's decision not to appeal it and the consequent increase in claims levels the Group performed a detailed review of the provision requirement. As a result, the Company revised its provision for PPI complaint liabilities to reflect the new information. Previously, the provision for PPI complaint liabilities accounted for claims that were likely to be received over the next twelve months. The provision for PPI complaint liabilities has now been increased to reflect the total population of PPI customers who could file a claim.

 

The ultimate financial impact on the Group of the claims arising from PPI complaints is uncertain and will depend on a number of factors, including the implementation of the FSA's Policy Statement, the rate at which new complaints arise, the content and quality of the complaints (including the availability of supporting evidence), the role of claims management companies and the average uphold rates and redress costs. The Group can make no assurance that expenses associated with PPI complaints will not exceed the provision it has taken relating to these claims. More generally, the Group can make no assurance that its estimates for potential liabilities are correct, and the reserves taken as a result may prove inadequate. If the Group were to incur additional expenses that exceed provisions for PPI liabilities or other provisions, these expenses could have a material adverse effect on the Group's operating results, financial condition and prospects. For further information about the provision for PPI complaint liabilities see Note 36 to the Consolidated Financial Statements.

The FSA may identify future industry-wide misselling or other issues that could affect the Group. This may lead from time to time to: (i) significant direct costs or liabilities (including in relation to misselling); and (ii) changes in the practices of such businesses which benefit customers at a cost to shareholders.

Decisions taken by the FOS (or any overseas equivalent that has jurisdiction) could, if applied to a wider class or grouping of customers, have a material adverse effect on the operating results, financial condition and prospects of the Group.

 

Members of the Group are responsible for contributing to compensation schemes in the UK in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers

 

In the UK, the Financial Services Compensation Scheme ('FSCS') was established under the Financial Services and Markets Act 2000 and is the UK's statutory fund of last resort for customers of authorised financial services firms. The FSCS can pay compensation to customers if an FSA-authorised firm is unable, or likely to be unable, to pay claims against it (for instance, an authorised bank is unable to pay claims by depositors). The FSCS is funded by levies on firms authorised by the FSA, including the Company and other members of the Group.

In the event that the FSCS raises funds from authorised firms, raises those funds more frequently or significantly increases the levies to be paid by such firms, the associated costs to the Group may have a material adverse effect on its operating results, financial condition and prospects. The recent measures taken to protect the depositors of deposit-taking institutions involving the FSCS have resulted in a significant increase in the levies made by the FSCS on the industry and such levies may continue to go up if similar measures are required to protect depositors of other institutions.

In addition, regulatory reform initiatives in the UK and internationally may result in further changes to the FSCS, which could result in additional costs and risks for the Group. For instance, the FSA announced in October 2011 that it was restarting its review of the funding of the FSCS with a view to formally consult in the first half of 2012. Changes as a result of this may affect the profitability of the Company (and other members of the Group required to contribute to the FSCS).

As a result of the structural reorganisation and reform of the UK financial regulatory authorities, it is proposed that the FSCS levies will be collected by the FCA under the new regime. It is possible that future policy of the FSCS and future levies on the firms authorised by the FSA may differ from those at present and that this could lead to a period of some uncertainty for members of the Group. In addition, it is possible that other jurisdictions where the Group operates could introduce similar compensation, contributory or reimbursement schemes. As a result of any such developments, the Group may incur additional costs and liabilities which may adversely affect its operating results, financial condition and prospects.

 

The Banking Act may adversely affect the Group's business

 

The Banking Act came into force on 12 February 2009. It provides HM Treasury, the Bank of England and the FSA with a variety of tools for dealing with UK institutions which are authorised deposit takers and are failing. If the position of a relevant entity in the Group were to decline so dramatically that it was considered to be failing, or likely to fail, to meet threshold authorisation conditions set out in FSMA (for example, if there were a mass withdrawal of deposits over solvency fears surrounding the Group, in a manner analogous to the situation that occurred at Northern Rock, adversely affecting the ability of the Group to continue to trade), it could become subject to the exercise of powers by HM Treasury, the Bank of England and the FSA under the special resolution regime set out in the Banking Act. The special resolution regime provides HM Treasury, the Bank of England and the FSA with a variety of powers for dealing with UK deposit taking institutions that are failing or likely to fail, including: (i) to take a bank or bank holding company into temporary public ownership; (ii) to transfer all or part of the business of a bank to a private sector purchaser; or (iii) to transfer all or part of the business of a bank to a "bridge bank". The special resolution regime also comprises a separate insolvency procedure and administration procedure each of which is of specific application to banks. These insolvency and administration measures may be invoked prior to the point at which an application for insolvency proceedings with respect to a relevant institution could be made.

If an instrument or order were made under the Banking Act in respect of the Company, such instrument or order (as the case may be) may (among other things): (i) result in a compulsory transfer of shares or other securities or property of the Company; (ii) impact on the rights of the holders of shares or other securities in the Company or result in the nullification or modification of the terms and conditions of such shares or securities; or (iii) result in the de-listing of the Company's shares and/or other securities. In addition, such an order may affect matters in respect of the Company and/or other aspects of the Company's shares or other securities which may negatively affect the ability of the Company to meet its obligations in respect of such shares or securities.

At present, no instruments or orders have been made under the Banking Act in respect of the Group and there has been no indication that any such order will be made, but there can be no assurance that holders of shares or other securities in the Company would not be adversely affected by any such order if made in the future.

 

The Group's operations are highly dependent on its information technology systems

 

The Group's business, financial performance and ability to meet its strategic objectives depend to a significant extent upon the functionality of its information technology systems (including Partenon, the global banking informational technology platform utilised by Banco Santander, S.A and to which the Group transitioned in 2008), and its ability to increase systems capacity. The proper functioning of the Group's financial control, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between its branches and main data processing centres, are critical to the Group's business and its ability to compete. For example, the Group's ability to process credit card and other electronic transactions for its customers is an essential element of its business. A disruption (even short-term) to the functionality of the Group's information technology system (whether as a result of so-called unintentional "cyber incidents" or targeted "cyber attacks," security breaches, the Company's own migration of new business onto Partenon or otherwise) could impose a significant financial loss, result in a disruption to the Group's businesses, liability to clients, regulatory intervention or reputational damage. Likewise, delays or other problems in increasing the capacity of the information technology systems or increased costs associated with such systems could have a material adverse effect on the Group's operating results, financial condition and prospects. Although the Group has implemented certain preventative measures to protect its information and data systems, it can give no assurance that such measures will be effective in preventing a cyber attack or other IT disruption. Any such event could also require the Group to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and may subject the Group to additional litigation and financial losses. Operation losses related to a successful cyber attack or other operational risks could have a material adverse effect on the Group's operating results, financial condition and prospects.

The Group relies upon certain outsourced services (including information technology support, maintenance and consultancy services in connection with Partenon) provided by certain other members of the Banco Santander, S.A. group. Any material change in the basis upon which these services are provided to the Group or the extent to which they are available to the Group could have a material adverse effect on the Group's operating results, financial condition and prospects.

In addition, if the Group fails to update and develop its existing information technology systems as effectively as its competitors, this may result in a loss of the competitive advantages that the Group believes its information technology systems provide, which could also have a material adverse effect on the Group's operating results, financial condition and prospects.

 

Third parties may use the Group as a conduit for illegal activities without the Group's knowledge, which could have a material adverse effect on the Group

 

The Group is required to comply with applicable anti-money laundering laws and regulations and has adopted various policies and procedures, including internal control and "know-your-customer" procedures, aimed at preventing use of the Group for money laundering. For example, a major focus of US governmental policy relating to financial institutions in recent years has been combating money laundering and enforcing compliance with US economic sanctions. The outcome of any proceeding or complaint is inherently uncertain and could have a material adverse effect on the Group's operations or financial condition, especially to the extent that the scope of any such proceedings expands beyond its original focus.

In addition, while the Group reviews its relevant counterparties' internal policies and procedures with respect to such matters, the Group, to a large degree, relies upon its relevant counterparties to maintain and properly apply their own appropriate anti-money laundering procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using the Group (and its relevant counterparties) as a conduit for money laundering (including illegal cash operations) without the Group's (and its relevant counterparties') knowledge. If the Group is associated with, or even accused of being associated with, or becomes a party to, money laundering, then its reputation could suffer and/or it could become subject to fines, sanctions and/or legal enforcement (including being added to any "black lists'' that would prohibit certain parties from engaging in transactions with the Group), any one of which could have a material adverse effect on the Group's operating results, financial condition and prospects.

 

Changes in the pension liabilities and obligations of the Group could have a materially adverse effect on the Group

 

The Group provides retirement benefits for many of its former and current employees in the United Kingdom through a number of defined benefit pension schemes established under trust. The Group has only limited control over the rate at which it pays into such schemes. Under the UK statutory funding requirements, employers are usually required to contribute to the schemes at the rate they agree with the scheme trustees, although if they cannot agree, such rate can be set by the Pensions Regulator. The scheme trustees may, in the course of discussions about future valuations, seek higher employer contributions. The scheme trustees' power in relation to the payment of pension contributions depends on the terms of the trust deed and rules governing the pension schemes.

 

The UK Pensions Regulator has the power to issue a financial support direction to companies within a group in respect of the liability of employers participating in the UK defined benefit pension plans where that employer is a service company, or is otherwise "insufficiently resourced" (as defined for the purposes of the relevant legislation). As some of the employers within the Group are service companies, if they become insufficiently resourced, other companies within the Group which are connected with or an associate of those employers are at risk of a financial support direction in respect of those employers' liabilities to the defined benefit pension schemes in circumstances where the Pensions Regulator properly considers it reasonable to issue one. Such a financial support direction could require the companies to guarantee or provide security for the pension liabilities of those employers, or could require additional amounts to be paid into the relevant pension schemes in respect of them.

The UK courts have decided that liabilities under financial support directions issued by the Pensions Regulator against companies after they have gone into administration were payable as an expense of the administration, and did not rank as provable debts. This means that such liabilities will have to be satisfied before any distributions to unsecured creditors could be made. It is understood that leave to appeal to the Supreme Court has been requested and therefore it is likely that there will be a further decision to come.

The Pensions Regulator can also issue contribution notices if it is of the opinion that an employer has taken actions, or failed to take actions, deliberately designed to avoid meeting its pension promises or which are materially detrimental to the scheme's ability to meet its pension promises. A contribution notice can be moved to any company which is connected with or an associate of such employer in circumstances where the Regulator considers it reasonable to issue. The risk of a contribution notice being imposed may inhibit the freedom of the Group to restructure itself or to undertake certain corporate activities.

Changes in the size of the deficit in the defined benefit schemes operated by the Group, due to reduction in the value of the pension fund assets (depending on the performance of financial markets) or an increase in the pension fund liabilities due to changes in mortality assumptions, the rate of increase of salaries, discount rate assumptions, inflation, the expected rate of return on plan assets, or other factors, could result in the Group having to make increased contributions to reduce or satisfy the deficits which would divert resources from use in other areas of the Group's business and reduce the Company's capital resources. While a number of the above factors can be controlled by the Group, there are some over which it has no or limited control. Although the trustees of the defined benefit pension schemes are obliged to consult the Group before changing the pension schemes' investment strategy, the trustees have the final say. Increases in the pension liabilities and obligations of the Group could have a material adverse effect on the Group's operating results, financial condition and prospects.

The ongoing changes in the UK supervision and regulatory regime and particularly the implementation of the ICB's recommendations may require the Group to make changes to its structure and business which could have an impact on the Group's pension schemes or liabilities. For a discussion of the ICB's recommendations see "Legislative, regulatory and governmental oversight and current banking reform initiatives and requirements could have a material adverse effect on the Group" on page 285.

 

Risks concerning enforcement of judgements made in the United States

 

Santander UK plc is a public limited company registered in England and Wales. All of the Company's Directors live outside the United States of America. As a result, it may not be possible to serve process on such persons in the United States of America or to enforce judgements obtained in US courts against them or Santander UK based on the civil liability provisions of the US federal securities laws or other laws of the United States of America or any state thereof. The Directors' Report on pages 138 to 151 has been prepared and presented in accordance with and in reliance upon English company law and the liabilities of the Directors in connection with that Report shall be subject to the limitations and restrictions provided by such law. Under the UK Companies Act 2006, a safe harbour limits the liability of Directors in respect of statements in and omissions from the Directors' Report on pages 138 to 151. Under this safe harbour, the Directors would be liable to the Company (but not to any third party) if the Directors' Report contains errors as a result of recklessness or knowing misstatement or dishonest concealment of a material fact, but would not otherwise be liable.

 

Taxation for US Investors

 

The following is a summary, under current law, of the principal UK tax considerations relating to the beneficial ownership by a US taxpayer of the 8.963% Non-Cumulative Perpetual Preferred Limited Partnership Interests and the 8.963% Non-Cumulative Trust Preferred Securities. The following summary is provided for general guidance and does not address investors that are subject to special rules or that do not hold the perpetual securities as capital assets. US residents should consult their local tax advisers, particularly in connection with any potential liability to pay US taxes on disposal, lifetime gift or bequest of their perpetual securities.

 

United Kingdom taxation on dividends

 

Under UK law, income tax is not withheld from dividends paid by UK companies. Shareholders, whether resident in the UK or not, receive the full amount of the dividend actually declared.

 

United Kingdom taxation on capital gains

 

Under UK law, when you sell shares you may be liable to pay either capital gains tax or corporation tax on chargeable gains. However if you are either:

 

an individual who is neither resident nor ordinarily resident in the UK; or

a company which is not resident in the UK,

 

you will not be liable to UK tax on any capital gains made on disposal of your shares. The exception is if the shares are held in connection with a trade or business that is conducted in the UK through a branch or agency (for capital gains tax purposes) or a permanent establishment (for corporation tax purposes).

 

United Kingdom inheritance tax

 

Under the current estate and gift tax convention between the US and the UK, shares held by an individual shareholder who is:

 

domiciled for the purposes of the convention in the US; and

is not for the purposes of the convention a national of the UK;

 

will not be subject to UK inheritance tax on:

 

the individual's death; or

on a gift of the shares during the individual's lifetime.

 

The exception is if the shares are part of the business property of a permanent establishment of the individual in the UK or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the UK.

 

Sterling-denominated preference shares

 

At 31 December 2011, the Company had outstanding 325,300,002 sterling-denominated preference shares. 325,000,000 of these sterling preference shares, nominal value of £1.00 each were issued in October 1995, February 1996 and June 1997. In addition, the Company issued 300,002 sterling preference shares, nominal value of £1.00 each in April 2010.

 

Major shareholders

 

At 31 December 2011, the Company was a subsidiary of Banco Santander, S.A. and Santusa Holding, S.L.. On 12 November 2004, Banco Santander, S.A. acquired the entire issued ordinary share capital of the Company by means of a scheme of arrangement under Section 425 of the Companies Act 1985.

On 3 August 2010, Banco Santander S.A., through a wholly-owned Spanish-based subsidiary Santusa Holding, S.L., injected £4,456m of equity capital into Santander UK plc.

 

Exchange controls

 

There are no UK laws, decrees or regulations that restrict Santander UK's export or import of capital, including the availability of cash and cash equivalents for use by Santander UK, or that affect the remittance of dividends or other shareholder payments to non-UK holders of Company shares, except as outlined in the section on Taxation for US Investors above.

 

Shareholder Information

 

Contact Information

 

Santander UK plc registered office, principal office and investor relations department

 

2 Triton Square

Regent's Place

London

NW1 3AN

 

Santander shareholder department

 

Santander Shareholder Relations

2 Triton Square

Regent's Place

London

NW1 3AN

 

Phone numbers

 

Santander UK Switchboard

0870-607-6000

 

Santander Shareholder Services

0871-384-2000

+44 (0) 121-415-7188 (overseas)

 

Email

 

shareholders@santander.com

 

 

Documents on display

 

The Company is subject to the information requirements of the US Securities Exchange Act of 1934. In accordance with these requirements, the Company files its Annual Report and Accounts and other related documents with the US Securities and Exchange Commission. These documents may be inspected by US investors at the US Securities and Exchange Commission's public reference rooms, which are located at 100 F Street NE, Room 1580, Washington, DC 20549-0102. Information on the operation of the public reference rooms can be obtained by calling the US Securities and Exchange Commission on +1-202-551-8090 or by looking at the US Securities and Exchange Commission's website at www.sec.gov.

 

Articles of Association

 

Pursuant to the requirements of Item 10(B) of Form 20-F, the following is a summary of the Articles of Association of the Company.

 

Santander UK plc is a public company registered in England and Wales, registered number 2294747. The Articles of Association do not specifically state or limit the objects of the Company and they are therefore unrestricted.

A Director shall not vote on, or be counted in the quorum in relation to any resolution of the Directors in respect of any contract in which he has an interest, or any resolution of the Directors concerning his own appointment, or the settlement or variation of the terms or the termination of is appointment.

Preference shares entitle the holder to receive a preferential dividend payment at a fixed or variable rate, such dividend to be payable on a date determined by the Board prior to the allotment of the shares. The Board will also determine whether these dividend rights are cumulative or non-cumulative. If dividends are unclaimed for twelve years, the right to the dividend ceases. The holders of any series of preference shares will only be entitled to receive notice of and to attend any general meeting of the Company if the preference dividend on the preference shares of such series has not, at the date of the notice of the general meeting, been paid in full in respect of such dividend periods as the Board may prior to allotment determine, in which case the holders of the preference shares will be entitled to speak and/or vote upon any resolution proposed; or, if a resolution is proposed at the general meeting, for, or in relation to, the winding-up of the Company; or varying, altering or abrogating any of the rights, privileges, limitations or restrictions attached to the preference shares of such series, in which case the holders of the preference shares of such series will be entitled to speak and/or vote only upon such resolution; or in such other circumstances, and upon and subject to such terms, as the Board may determine prior to allotment.

Unless the Board determines, prior to allotment, that the series of preference shares shall be non-redeemable, each series shall be redeemable at the option of the Company on any date as the Board may determine prior to the date of allotment. On redemption the Company shall pay the amount due. The formula for calculation of any relevant redemption premium is set out in the Articles of Association.

There are no sinking fund provisions. Where the preference shares are partly paid, the Board may make further calls upon the holders. There are no provisions discriminating against any existing or prospective shareholder as a result of such shareholder owning a substantial number of shares.

Dividends are payable to the holders of ordinary shares. These ordinary shares are transferable. If dividends are unclaimed for twelve years, the right to the dividend ceases.

Subject to any special terms as to voting upon which any ordinary shares may be issued or may for the time being be held or any suspension or any abrogation of voting rights as set out in the Articles of Association, on a show of hands every member who is present in person at a general meeting of the Company shall have one vote and every proxy present who has been duly appointed by a member shall have one vote. On a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.

Subject to the prior rights of holders of preference shares, the Company pays dividends on its ordinary shares only out of its distributable profits and not out of share capital. Dividends are determined by the Board.

The Company's Articles of Association authorise it to issue redeemable shares, but the Company's ordinary shares are not redeemable. There are no sinking fund provisions. The Board may from time to time make calls upon the members in respect of any monies unpaid on their shares. There are no provisions discriminating against any existing or prospective shareholder as a result of such shareholder owning a substantial number of ordinary shares.

Subject to the provisions of the UK Companies Act 2006, all or any of the rights attached to any class of shares (whether or not the Company is being wound up) may be varied with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. Additional quorum and voting requirements apply to such meeting.

General meetings shall be called by at least 14 clear days' notice (that is, excluding the day of the General Meeting and the day on which the notice is given). A general meeting may be called by shorter notice if it is so agreed, in the case of an annual general meeting, by all the shareholders having a right to attend and vote, or in other cases, by a majority in number of the shareholders having a right to attend and vote, being a majority together holding not less than 95 per cent in nominal value of the shares giving the right. The notice shall specify the date, time and place of the meeting and the general nature of the business to be transacted.

There are no restrictions on the rights to own securities for either resident or non-resident shareholders, other than those to which they may be subject as a result of the laws and regulations in their home jurisdiction.

 

 

Glossary of Financial Services Industry Terms

 

Term used in the Annual Report

US equivalent or brief description of meaning

Accounts

Financial statements

Allotted

Issued

Articles of Association

Bylaws

Attributable profit

Net income

Balance sheet

Statement of financial position

Bills

Notes

Called up share capital

Ordinary shares or common stock and preferred stock, issued and fully paid

Capital allowances

Tax depreciation allowances

Creditors

Payables

Current account

Checking account

Dealing

Trading

Debtors

Receivables

Deferred tax

Deferred income tax

Depreciation

Amortisation

Fees and commissions payable

Fees and commissions expense

Fees and commissions receivable

Fees and commissions income

Finance lease

Capital lease

Freehold

Ownership with absolute rights in perpetuity

Interest payable

Interest expense

Interest receivable

Interest income

Loans and advances

Lendings

Loan capital

Long-term debt

Members

Shareholders

Nominal value

Par value

One-off

Non-recurring

Ordinary shares

Common stock

Preference shares

Preferred stock

Premises

Real estate

Profit

Income

Provisions

Liabilities

Share capital

Ordinary shares, or common stock, and preferred stock

Shareholders

Stockholders

Share premium account

Additional paid-in capital

Shares in issue

Shares outstanding

Undistributable reserves

Restricted surplus

Write-offs

Charge-offs

 

 

Alternative A-paper ('Alt-A')

A US description for loans regarded as lower risk than sub-prime, but with higher risk characteristics than lending under normal criteria.

 

Arrears

Customers are said to be in arrears when they are behind in fulfilling their obligations with the result that an outstanding loan is unpaid or overdue. Such a customer is also said to be in a state of delinquency. When a customer is in arrears, his entire outstanding balance is said to be delinquent, meaning that delinquent balances are the total outstanding loans on which payments are overdue.

 

Asset Backed Securities ('ABS')

Securities that represent an interest in an underlying pool of referenced assets. The referenced pool can comprise any assets which attract a set of associated cash flows but are commonly pools of residential or commercial mortgages but could also include leases, credit card receivables, motor vehicles or student loans.

 

Bank Levy ('UK Bank Levy')

The levy that applies to certain UK banks, UK building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank at the balance sheet date.

 

Basel II

The capital adequacy framework issued by the Basel Committee on Banking Supervision in June 2006 in the form of the 'International Convergence of Capital Measurement and Capital Standards'.

 

Basel III

In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text, which presents the details of strengthened global regulatory standards on bank capital adequacy and liquidity. The standards will be phased in gradually from 2013.

 

Basis point

One hundredth of a per cent (i.e. 0.01%), so 100 basis points is 1%. Used in quoting movements in interest rates or yields on securities.

 

BIPRU

The prudential sourcebook for banks, building societies and investment firms which sets out the UK Financial Services Authority's capital requirements.

 

Collateralised Bond Obligation ('CBO')

A security backed by the repayments from a pool of bonds, some of which may be sub-investment grade but because of their different types of credit risk, they are considered to be sufficiently diversified to be of investment grade.

 

Collateralised Debt Obligation ('CDO')

Securities issued by a third party which reference ABS and/or certain other related assets purchased by the issuer. Santander UK has not established any programmes creating CDOs but acquired instruments issued by other banking groups as a result of the acquisition of Alliance & Leicester. The CDO portfolio is in run down.

 

Collateralised Loan Obligation ('CLO')

A security backed by the repayments from a pool of commercial loans. The payments may be made to different classes of owners (in tranches).

 

Collectively assessed loan impairment provisions

Impairment losses assessment on a collective basis for loans that are part of homogeneous pools of similar loans and that are not individually significant, using appropriate statistical techniques. See "Impairment of financial assets" in Note 1 "Accounting Policies" to the Consolidated Financial Statements.

 

Commercial Banking margin

Trading net interest income (adjusted to remove net interest income from the run down Treasury asset portfolio but include the pre-acquisition trading basis net interest income of the Santander Cards and Santander Consumer businesses for the ten months ended 31 October 2010, prior to their acquisition) over average commercial assets, including those of the Perimeter companies (mortgages, unsecured personal loans, corporate loans and overdrafts).

 

Commercial lending

Loans secured on UK commercial property, and corporate loans.

 

Commercial Mortgage-Backed Securities ('CMBS')

Securities that represent interests in a pool of commercial mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal).

 

Commercial Paper

An unsecured promissory note issued to finance short-term credit needs. It specifies the face amount paid to investors on the maturity date. Commercial paper can be issued as an unsecured obligation of the Group and is usually issued for periods ranging from one week up to nine months. However, the depth and reliability of some CP markets means that issuers can repeatedly roll over CP issuance and effectively achieve longer term funding. CP can be issued in a range of denominations and can be either discounted or interest-bearing.

 

Commercial Real Estate

Includes office buildings, industrial property, medical centres, hotels, malls, retail stores, shopping centres, farm land, multifamily housing buildings, warehouses, garages, and industrial properties.

 

Contractual maturity

The final payment date of a loan or other financial instrument, at which point all the remaining outstanding principal will be repaid and interest is due to be paid.

 

Core Tier 1 capital

Called-up share capital and eligible reserves plus equity non-controlling interests, less intangible assets and deductions relating to the excess of expected loss over regulatory impairment loss allowance and securitisation positions as specified by the UK Financial Services Authority.

 

Core Tier 1 capital ratio

Core Tier 1 capital as a percentage of risk weighted assets.

 

Cost:income ratio

Operating expenses as a percentage of total income. The Group calculates cost:income ratio on a trading basis.

 

Coverage ratio

Impairment loss allowances as a percentage of total non-performing loans and advances.

 

Covered bonds

 

Debt securities backed by a portfolio of mortgages that is segregated from the issuer's other assets solely for the benefit of the holders of the covered bonds. The Group issues covered bonds as part of its funding activities.

 

Credit Default Swap ('CDS')

A credit derivative contract where the protection seller receives premium or interest-related payments in return for contracting to make payments to the protection buyer in the event of a defined credit event. Credit events normally include bankruptcy, payment default on a reference asset or assets, or downgrades by a rating agency.

 

Credit derivative

A contractual agreement whereby the credit risk of an asset (the reference asset) is transferred from the buyer to the seller of protection. The buyer of the credit derivative pays a periodic fee in return for a payment by the protection seller upon the occurrence, if any, of a credit event defined at the inception of the transaction. Credit events normally include bankruptcy, payment default on a reference asset or assets, or downgrades by a rating agency. Credit derivatives include credit default swaps, total return swaps and credit swap options.

 

Credit risk

The risk of financial loss arising from the default of a customer or counterparty to which the Group has directly provided credit, or for which the Group has assumed a financial obligation, after realising collateral held. Credit risk includes residual credit risk and concentration risk.

 

Credit risk adjustment

An adjustment to the valuation of OTC derivative contracts to reflect the creditworthiness of OTC derivative counterparties. It is measured as a lifetime expected loss for each counterparty based on the probability of default, the loss given default and the expected exposure of the OTC derivative position with the counterparty.

 

Credit risk mitigation

A technique to reduce the credit risk associated with an exposure by application of credit risk mitigants such as collateral, guarantee and credit protection.

 

Credit risk spread

The yield spread between securities with the same coupon rate and maturity structure but with different associated credit risks, with the yield spread rising as the credit rating worsens. It is the premium over the benchmark or risk-free rate required by the market to accept a lower credit quality.

 

Credit Valuation Adjustment ('CVA')

Adjustments to the fair values of derivative assets to reflect the creditworthiness of the counterparty.

 

Currency swap

An arrangement in which two parties exchange specific principal amounts of different currencies at inception and subsequently interest payments on the principal amounts. Often, one party will pay a fixed interest rate, while the other will pay a floating exchange rate (though there are also fixed-fixed and floating-floating arrangements). At the maturity of the swap, the principal amounts are usually re-exchanged.

 

Customer accounts/customer deposits

Money deposited by all individuals and companies that are not credit institutions. Such funds are recorded as liabilities in the Group's balance sheet under Deposits by Customers, Trading Liabilities or Financial Liabilities designated at Fair Value.

 

Debt restructuring

This occurs when the terms and provisions of outstanding debt agreements are changed. This is often done in order to improve cash flow and the ability of the borrower to repay the debt. It can involve altering the repayment schedule as well as reducing the debt or interest charged on the loan.

 

Debt securities

Transferable instruments creating or acknowledging indebtedness. They include debentures, bonds, certificates of deposit, notes and commercial paper. The holder of a debt security is typically entitled to the payment of principal and interest, together with other contractual rights under the terms of the issue, such as the right to receive certain information. Debt securities are generally issued for a fixed term and redeemable by the issuer at the end of that term. Debt securities can be secured or unsecured.

 

Debt securities in issue

Transferable certificates of indebtedness of the Group to the bearer of the certificates. These are liabilities of the Group and include commercial paper, certificates of deposit, bonds and medium-term notes.

 

Deferred tax asset

Income taxes that are recoverable in future periods as a result of deductible temporary differences and the carry-forward of tax losses and unused tax credits. Temporary differences arise due to timing differences between the accounting value of an asset or liability recorded and its value for tax purposes (tax base) that result in tax deductible amounts in future periods.

 

Deferred tax liability

Income taxes that are payable in future periods as a result of taxable temporary differences. Temporary differences arise due to timing differences between the accounting value of an asset or liability and its value for tax purposes (tax base) that result in taxable amounts in future periods.

 

Defined benefit obligation

The present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.

 

Defined benefit plan

A pension plan that defines an amount of pension benefit to be provided, usually as a function of one or more factors such as age, years of service or compensation. The employer's obligation can be more or less than its contributions to the fund.

 

Defined contribution plan

A pension plan under which the Group pays fixed contributions as they fall due into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods, i.e. the employer's obligation is limited to its contributions to the fund.

 

Delinquency

See 'Arrears'.

 

Deposits by banks

Money deposited by banks and other credit institutions. They include money-market deposits, securities sold under repurchase agreements, and other short-term deposits. Such funds are recorded as liabilities in the Group's balance sheet under Deposits by Banks Trading Liabilities or Financial Liabilities designated at Fair Value.

 

Derivative

A contract or agreement whose value changes with changes in an underlying index such as interest rates, foreign exchange rates, share prices or indices and which requires no initial investment or an initial investment that is smaller than would be required for other types of contracts with a similar response to market factors. The principal types of derivatives are: swaps, forwards, futures and options.

 

Economic capital

An internal measure of the minimum equity and preference capital required for the Group to maintain its credit rating based upon its risk profile.

 

Effective Interest rate method

 

A method of calculating the amortised cost or carrying value of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability.

 

Effective tax rate

The actual tax on profits on ordinary activities as a percentage of profit on ordinary activities before taxation.

 

Expected loss

The Group measure of anticipated loss for exposures captured under an internal ratings-based credit risk approach for capital adequacy calculations. It is measured as the Group-modelled view of anticipated loss based on Probability of Default, Loss Given Default and Exposure at Default, with a one-year time horizon.

 

Exposure

The maximum loss that a financial institution might suffer if a borrower, counterparty or group fails to meet their obligations or assets and off-balance sheet positions have to be realised.

 

Exposure at default ('EAD')

The estimation of the extent to which the Group may be exposed to a customer or counterparty in the event of, and at the time of, that counterparty's default. At default, the customer may not have drawn the loan fully or may already have repaid some of the principal, so that exposure is typically less than the approved loan limit.

 

Fair value adjustment

 

An adjustment to the fair value of a financial instrument which is determined using a valuation technique (level 2 and level 3) to include additional factors that would be considered by a market participant that are not incorporated within the valuation model.

 

Financial Services Compensation Scheme ('FSCS')

The UK's statutory fund of last resort for customers of authorised financial services firms, established under the Financial Services and Markets Act ('FSMA') 2000. The FSCS can pay compensation to customers if a UK Financial Services Authority authorised firm is unable, or likely to be unable, to pay claims against it (for instance, an authorised bank is unable to pay claims by depositors). The FSCS is funded by levies on firms authorised by the UK Financial Services Authority, including Santander UK and other members of the Group.

 

First/Second Charge

First charge (also known as first lien): debt that places its holder first in line to collect compensation from the sale of the underlying collateral in the event of a default on the loan. Second charge (also known as second lien): debt that is issued against the same collateral as a higher charge debt but that is subordinate to it. In the case of default, compensation for this debt will only be received after the first charge has been repaid and thus represents a riskier investment than the first charge.

 

Forbearance

A term generally applied to arrangements provided to support borrowers experiencing temporary financial difficulty. Such arrangements include reduced or nil payments, term extensions, transfers to interest only and the capitalisation of arrears.

 

Foundation Internal Ratings-based ('IRB') approach

A method for calculating credit risk capital requirements using the Group's internal Probability of Default models but with supervisory estimates of Loss Given Default and conversion factors for the calculation of Exposure at Default.

 

Full time equivalent

Full time equivalent employee units are the on-job hours paid for employee services divided by the number of ordinary-time hours normally paid for a full-time staff member when on the job (or contract employee where applicable).

 

Funded/unfunded

Exposures where the notional amount of the transaction is either funded or unfunded. Represents exposures where a commitment to provide future funding has been made and the funds have been released/not released.

 

Gain on acquisition

The amount by which the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, recognised in a business combination, exceeds the cost of the combination.

 

Home loan (Residential mortgage)

A loan to purchase a residential property which is then used as collateral to guarantee repayment of the loan. The borrower gives the lender a lien against the property, and the lender can foreclose on the property if the borrower does not repay the loan per the agreed terms. Also known as a residential mortgage.

 

Impaired loans

Loans where an individual identified impairment loss allowance has been raised and also include loans which are fully collateralised or where indebtedness has already been written down to the expected realisable value. The impaired loan category may include loans, which, while impaired, are still performing.

 

Impairment allowance (Loan impairment provisions)

 

A loss allowance held on the balance sheet as a result of the raising of a charge against profit for the incurred loss inherent in the lending book. An impairment loss allowance may either be identified or unidentified and individual or collective.

 

Impairment losses

 

The raising of a charge against profit for the incurred loss inherent in the lending book following an impairment review. For financial assets carried at amortised cost, impairment losses are recognised in the income statement and the carrying amount of the financial asset or group of financial assets is reduced by establishing an allowance for impairment losses. For available-for-sale financial assets, the cumulative loss including impairment losses is removed from equity and recognised in the income statement.

 

Individually assessed loan impairment provisions

Impairment is measured individually for assets that are individually significant. For these assets, the Group measures the amount of the impairment loss as the difference between the carrying amount of the asset or group of assets and the present value of the estimated future cash flows from the asset or group of assets discounted at the original effective interest rate of the asset.

 

Interest spread

The difference between the gross yield on average interest-earning assets and the interest rate paid on average interest-bearing liabilities.

 

Internal Capital Adequacy Assessment Process ('ICAAP')

The Group's own assessment of its regulatory capital requirements, as part of Basel II. It takes into account the regulatory and commercial environment in which the Group operates, the Group's risk appetite, the management strategy for each of the Group's material risks and the impact of appropriate adverse scenarios and stresses on the Group's capital requirements.

 

Internal ratings-based approach ('IRB')

 

The Group's method, under Basel II framework, of calculating credit risk capital requirements using internal, rather than supervisory, estimates of risk parameters. It is a more sophisticated technique in credit risk management and can be Foundation IRB or Advanced IRB.

 

Investment grade

A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.

 

ISDA (International Swaps and Derivatives Association) Master agreement

 

Standardised contract developed by ISDA used as an umbrella under which bilateral derivatives contracts are entered into.

 

Level 1 - quoted market prices

The fair value of these financial instruments is based on unadjusted quoted prices for identical assets or liabilities in an active market that the Group has the ability to access at the measurement date.

 

Level 2 - valuation techniques using observable inputs

The fair value of these financial instruments is based on quoted prices in markets that are not active or quoted prices for similar assets or liabilities, recent market transactions, inputs other than quoted market prices for the asset or liability that are observable either directly or indirectly for substantially the full term, and inputs to valuation techniques that are derived principally from or corroborated by observable market data through correlation or other statistical means for substantially the full term of the asset or liability.

 

Level 3 - valuation techniques with significant unobservable inputs

 

The fair value of these financial instruments is based on inputs to the pricing or valuation techniques that are significant to the overall fair value measurement of the asset or liability are unobservable.

 

Liquidity and Credit enhancements

Credit enhancement facilities are used to enhance the creditworthiness of financial obligations and cover losses due to asset default. Two general types of credit enhancement are third-party loan guarantees and self-enhancement through over collateralisation. Liquidity enhancement makes funds available if required, for other reasons than asset default, e.g. to ensure timely repayment of maturing commercial paper.

 

Loan loss rate

Defined as total credit impairment charge (excluding available for sale assets and reverse repurchase agreements) divided by gross loans and advances to customers and banks (at amortised cost).

 

Loan to deposit ratio

The ratio of the book value of the Group's customer assets (i.e. retail and corporate assets) divided by its customer liabilities (i.e. retail and corporate deposits).

 

Loan to value ratio ('LTV')

The amount of a first mortgage charge as a percentage of the total appraised value of real property. The LTV ratio is used in determining the appropriate level of risk for the loan and therefore the price of the loan to the borrower. LTV ratios may be expressed in a number of ways, including origination LTV and indexed LTV.

 

Loans past due

Loans are past due when a counterparty has failed to make a payment when contractually due.

 

Loss Given Default ('LGD')

The fraction of Exposure at Default (defined above) that will not be recovered following default. LGD comprises the actual loss (the part that is not recovered), together with the economic costs associated with the recovery process.

 

Master netting agreement

An industry standard agreement which facilitates netting of transactions (such as financial assets and liabilities including derivatives) in jurisdictions where netting agreements are recognised and have legal force. The netting arrangements do not generally result in an offset of balance sheet assets and liabilities for accounting purposes, as transactions are usually settled on a gross basis.

 

Medium Term Notes ('MTNs')

Corporate notes (or debt securities) continuously offered by a company to investors through a dealer. Investors can choose from differing maturities, ranging from nine months to 30 years. They can be issued on a fixed or floating coupon basis or with an exotic coupon; with a fixed maturity date (non-callable) or with embedded call or put options or early repayment triggers. MTNs are most generally issued as senior, unsecured debt.

 

Monoline insurers

An entity which specialises in providing credit protection to the holders of debt instruments in the event of default by a debt security counterparty. This protection is typically held in the form of derivatives such as credit default swaps referencing the underlying exposures held.

 

Mortgage-Backed Securities ('MBS')

Securities that represent interests in groups of mortgages, which may be on residential or commercial properties. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal). When the MBS references mortgages with different risk profiles, the MBS is classified according to the highest risk class.

 

Mortgage vintage

The year the mortgage was issued.

 

Net interest income

The difference between interest received on assets and interest paid on liabilities.

 

Net interest margin

 

Net interest income as a percentage of average interest-earning assets.

 

Non-performing loans

In the Retail Banking business, loans and advances are classified as non-performing typically when the counterparty fails to make payments when contractually due for three months or longer. In the Corporate Banking business, loans and advances are classified as non-performing either when payments are more than three months past due or where there are reasonable doubts about full repayment (principal and interest) under the contractual terms.

 

Over the counter ('OTC') derivatives

Contracts that are traded (and privately negotiated) directly between two parties, without going through an exchange or other intermediary. They offer flexibility because, unlike standardised exchange-traded products, they can be tailored to fit specific needs.

 

Own credit

The effect of the Group's own credit standing on the fair value of financial liabilities.

 

Past due

 

A financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due. In the Group's retail loans book, a loan or advance is considered past due when any contractual payments have been missed. In the Group's corporate loans book, a loan or advance is considered past due when 90 days past due, and also when the Group has reason to believe that full repayment of the loan is in doubt.

 

Potential problem loans

 

Loans other than non-accrual loans, accruing loans which are contractually overdue 90 days or more as to principal or interest and troubled debt restructurings where known information about possible credit problems of the borrower causes management to have serious doubts about the borrower's ability to meet the loan's repayment terms.

 

Prime/ prime mortgage loans

 

A US description for mortgages granted to the most creditworthy category of borrowers.

 

Private equity investments

Equity holdings in operating companies not quoted on a public exchange.

 

Probability of default ('PD')

The likelihood that a loan will not be repaid and will fall into default. PD may be calculated for each client who has a loan (normally applicable to wholesale customers/clients) or for a portfolio of clients with similar attributes (normally applicable to retail customers). To calculate PD, the Group assesses the credit quality of borrowers and other counterparties and assigns them an internal risk rating. Multiple rating methodologies may be used to inform the rating decision on individual large credits, such as internal and external models, rating agency ratings, and for wholesale assets market information such as credit spreads. For smaller credits, a single source may suffice such as the result from an internal rating model.

 

Project Merlin

Encompasses statements made by the major UK banks (Barclays, HSBC, Lloyds Banking Group, the Royal Bank of Scotland and Santander UK) and HM Government to demonstrate their clear and shared intent to work together to help the UK economy recover and grow particularly with regard to promoting lending to business.

 

Regulatory capital

 

The amount of capital that the Group holds, determined in accordance with rules established by the UK Financial Services Authority for the consolidated Group and by local regulators for individual Group companies.

 

Renegotiated loans

Loans and advances are generally renegotiated either as part of an ongoing customer relationship or in response to an adverse change in the circumstances of the borrower. In the latter case renegotiation can result in an extension of the due date of payment or repayment plans under which the Group offers a concessionary rate of interest to genuinely distressed borrowers. This will result in the asset continuing to be overdue and will be individually impaired where the renegotiated payments of interest and principal will not recover the original carrying amount of the asset. In other cases, renegotiation will lead to a new agreement, which is treated as a new loan.

 

Repurchase agreement ('Repo')

In a sale and repurchase agreement one party, the seller, sells a financial asset to another party, the buyer, under commitments to reacquire the asset at a later date. The buyer at the same time agrees to resell the asset at the same later date. From the seller's perspective such agreements are securities sold under repurchase agreements ('repos') and from the buyer's securities purchased under commitments to resell ('reverse repos').

 

Residential Mortgage-Backed Securities ('RMBS')

Securities that represent interests in a group of residential mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal).

 

Restructured loans

Loans where, for economic or legal reasons related to the debtor's financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. Where the concession results in the expected cash flows discounted at the original effective interest rate being less than the loan's carrying value, an impairment allowance will be raised.

 

Retail IRB approach

The Group's internal method of calculating credit risk capital requirements for its key retail portfolios. The UK Financial Services Authority approved the Group's application of the Retail IRB approach to the Group's credit portfolios with effect from 1 January 2008.

 

Retail loans

Loans to individuals rather than institutions, including residential mortgage lending and banking and consumer credit.

 

Risk appetite

 

The level of risk (types and quantum) that the Group is willing to accept (or not accept) to safeguard the interests of shareholders whilst achieving business objectives.

 

Risk weighted assets

A measure of a bank's assets adjusted for their associated risks. Risk weightings are established in accordance with the Basel Capital Accord as implemented by the UK Financial Services Authority.

 

Securitisation

Securitisation is a process by which a group of assets, usually loans, are aggregated into a pool, which is used to back the issuance of new securities. Securitisation is the process by which ABS (asset backed securities) are created. A company sells assets to an SPE (special purpose entity) which then issues securities backed by the assets, based on their value. This allows the credit quality of the assets to be separated from the credit rating of the original company and transfers risk to external investors. Assets used in securitisations include mortgages to create mortgage-backed securities or residential mortgage-backed securities ('RMBS') as well as commercial mortgage-backed securities. The Group has established several securitisation structures as part of its funding and capital management activities.

 

Small and medium-sized enterprises ('SMEs')

 

Businesses with a turnover of up to £150m per annum.

Special Purpose Entities ('SPEs') or Special Purpose Vehicles ('SPVs')

Entities that are created to accomplish a narrow and well defined objective. There are often specific restrictions or limits around their ongoing activities. Transactions with SPEs/SPVs take a number of forms, including (i) The provision of financing to fund asset purchases, or commitments to provide finance for future purchases; (ii) Derivative transactions to provide investors in the SPE/SPV with a specified exposure; (iii) The provision of liquidity or backstop facilities which may be drawn upon if the SPE/SPV experiences future funding difficulties; and (iv) Direct investment in the notes issued by SPEs/SPVs.

 

Standardised approach

In relation to credit risk, a method for calculating credit risk capital requirements under Basel II, using External Credit Assessment Institutions ratings and supervisory risk weights. The Standardised approach is less risk-sensitive than IRB (see 'IRB' above). In relation to operational risk, a method of calculating the operational capital requirement under Basel II, by the application of a supervisory defined percentage charge to the gross income of eight specified business lines.

 

Structured finance/notes

A structured note is an instrument which pays a return linked to the value or level of a specified asset or index and sometimes offers capital protection if the value declines. Structured notes can be linked to a range of underlying assets, including equities, interest rates, funds, commodities and foreign currency.

 

Structured Investment Vehicles ('SIVs')

Special Purpose Entities which invest in diversified portfolios of interest earning assets to take advantage of the spread differentials between the assets in the SIV and the funding cost.

 

Subordinated liabilities

Liabilities which, in the event of insolvency or liquidation of the issuer, are subordinated to the claims of depositors and other creditors of the issuer.

 

Subordination

The state of prioritising repayments of principal and interest on debt to a creditor lower than repayments to other creditors by the same debtor. That is, claims of a security are settled by a debtor to a creditor only after the claims of securities held by other creditors of the same debtor have been settled.

 

Sub-prime

Loans to borrowers typically having weakened credit histories that include payment delinquencies and potentially more severe problems such as court judgements and bankruptcies. They may also display reduced repayment capacity as measured by credit scores, high debt-to-income ratios, or other criteria indicating heightened risk of default.

 

Tier 1 capital

A measure of a bank's financial strength defined by the UK FSA. It captures Core Tier 1 capital plus other Tier 1 securities in issue, but is subject to a deduction in respect of material holdings in financial companies.

 

Tier 1 capital ratio

 

The ratio expresses Tier 1 capital as a percentage of risk weighted assets.

Tier 2 capital

Defined by the UK Financial Services Authority. Broadly, it includes qualifying subordinated debt and other Tier 2 securities in issue, eligible collective impairment allowances, unrealised available for sale equity gains and revaluation reserves. It is subject to deductions relating to the excess of expected loss over regulatory impairment allowance, securitisation positions and material holdings in financial companies.

 

Trading basis (Trading income, trading expenses, trading provisions)

 

The basis on which financial information for each reporting segment, including measures of operating results, assets and liabilities, are measured and reviewed by the Board. The segments are managed primarily on their results prepared on such basis. The trading basis differs from the statutory basis as a result of various adjustments as described in Note 2 to the Consolidated Financial Statements.

 

Trading market risk

See 'Market risk'

 

Troubled debt restructurings

 

A US description for restructuring a debt whereby the creditor for economic or legal reasons related to a debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider.

 

Value at Risk ('VaR')

An estimate of the potential loss which might arise from market movements under normal market conditions, if the current positions were to be held unchanged for one business day, measured to a confidence level.

 

Write-Down

After an advance has been identified as impaired and is subject to an impairment allowance, the stage may be reached whereby it is concluded that there is no realistic prospect of further recovery. Write-downs will occur when, and to the extent that, the whole or part of a debt is considered irrecoverable.

 

Wrong-way risk

An aggravated form of concentration risk and arises when there is an adverse correlation between the counterparty's probability of default and the mark-to-market value of the underlying transaction.

 

 

Directors' Responsibility Statement

 

We confirm to the best of our knowledge:

 

1.

The financial statements, prepared in accordance with International Financial Reporting Standards, as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

2.

The management report, which is incorporated into the Directors' Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

 

By Order of the Board

 

Ana Botín

Chief Executive Officer

15 March 2012

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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