18th Mar 2011 07:30
Part 2
1. Accounting policies
These financial statements are prepared for Santander UK plc (the 'Company') and the Santander UK plc group (the 'Group') under the Companies Act 2006. The principal activity of the Group is the provision of an extensive range of personal financial services, and a wide range of banking and financial services to business and public sector customers.
Santander UK plc is a public limited company, incorporated in England and Wales, having a registered office in England and is the holding company of the Group.
Basis of preparation
The Consolidated Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and financial liabilities held at fair value through profit or loss and all derivative contracts, and on the going concern basis of accounting as disclosed in the Directors' statement of going concern set out in the Directors' Report on pages 138 and 139. Compliance with International Financial Reporting Standards
The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'), and interpretations issued by the IFRS Interpretations Committee ('IFRIC') of the IASB that, under European Union Regulations, are effective and available for adoption at the reporting date. The Company and the Group have complied with IFRS as issued by the IASB in addition to complying with its legal obligation to comply with IFRS as adopted for use in the European Union.
Disclosures required by IFRS 7 "Financial Instruments: Disclosure" relating to the nature and extent of risks arising from financial instruments can be found in the Risk Management section on pages 67 to 134 which form an integral part of these Consolidated Financial Statements.
Recent accounting developments
In 2010, the Group adopted the following significant new or revised standards or amendments to standards:
a) | IFRS 3 "Business Combinations" - In January 2008, the IASB issued an amendment to IFRS 3 which clarifies and changes certain elements of accounting for a business combination, including the measurement and accounting for non-controlling interests, contingent consideration, step acquisitions and acquisition-related costs and also widens the scope of the standard. There are also associated amendments to IAS 27, IAS 28 and IAS 31. | |
IFRS 3 (2008) has been applied in the current year prospectively to business combinations for which the acquisition date is on or after 1 January 2010. Its adoption has affected the accounting for business combinations in the current year as follows: | ||
> | IFRS 3 (2008) allows a choice on a transaction-by-transaction basis for the measurement of non-controlling interests at the date of acquisition (previously referred to as 'minority' interests) either at fair value or at the non-controlling interests' share of recognised identifiable net assets of the acquiree. | |
> | IFRS 3 (2008) changes the recognition and subsequent accounting requirements for contingent consideration. Previously, contingent consideration was recognised at the acquisition date only if payment of the contingent consideration was probable and it could be measured reliably; any subsequent adjustments to the contingent consideration were always made against the cost of the acquisition. Under the revised Standard, contingent consideration is measured at fair value at the acquisition date; subsequent adjustments to the consideration are recognised against the cost of the acquisition only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition date) about the fair value at the date of acquisition. All other subsequent adjustments to contingent consideration classified as an asset or a liability are recognised in profit or loss. | |
Any adjustments to contingent considerations for acquisitions made prior to 1 January 2010 which result in an adjustment to goodwill continue to be accounted for under IFRS 3 (2004) and IAS 27 (2005). | ||
> | IFRS 3 (2008) requires the application of acquisition accounting only at the point where control is achieved, for a business combination achieved in stages (step acquisition). If an acquirer has a pre-existing equity interest in an acquiree and increases its equity interest sufficiently to achieve control, it must remeasure its previously-held equity interest in the acquiree at acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss. Once control is achieved, all other increases and decreases in ownership interests are treated as transactions among equity holders and reported within equity. Goodwill does not arise on any increase, and no gain or loss is recognised on any decrease. | |
> | IFRS 3 (2008) requires acquisition-related costs to be accounted for separately from the business combination, generally leading to those costs being recognised as an expense in profit or loss as incurred, whereas previously they were accounted for as part of the cost of the acquisition. | |
> | IFRS 3 (2008) requires the recognition of a settlement gain or loss when the business combination in effect settles a pre-existing relationship between the Group and the acquiree. | |
The adoption of IFRS 3 (2008) has affected the accounting for the Group's acquisition in the current year of the 100% of Santander Cards Limited, Santander Cards (UK) Limited (and its subsidiaries) and Santander Cards Ireland Limited, the 50.1% of Santander Consumer (UK) plc that it did not already own and the 49% of Santander Private Banking UK Limited (and its subsidiaries) that it did not already own (by way of the purchase of 100% of its holding company, Santander PB UK (Holdings) Limited), as described in Note 49. |
b) | IAS 27 "Consolidated and Separate Financial Statements" - In January 2008, the IASB issued an amendment to IAS 27, to reflect the amendment in IFRS 3. The changes in the accounting policy have been applied prospectively from 1 January 2010. The application of IAS 27 (2008) has resulted in changes in the Group's accounting policies for changes in ownership interests in subsidiaries. | |
> | Specifically, the revised Standard has affected the Group's accounting policies regarding changes in ownership interests in its subsidiaries that do not result in loss of control. In prior years, in the absence of specific requirements in IFRSs, increases in interests in existing subsidiaries were treated in the same manner as the acquisition of subsidiaries, with goodwill or a bargain purchase gain being recognised, when appropriate; for decreases in interests in existing subsidiaries that did not involve a loss of control, the difference between the consideration received and the adjustment to the non-controlling interests was recognised in profit or loss. Under IAS 27 (2008), all such increases or decreases are dealt with in equity, with no impact on goodwill or profit or loss. | |
> | When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the revised Standard requires the Group to derecognise all assets, liabilities and non-controlling interests at their carrying amount and to recognise the fair value of the consideration received. Any retained interest in the former subsidiary is recognised at its fair value at the date control is lost. The resulting difference is recognised as a gain or loss in profit or loss. | |
The adoption of IAS 27 (2008) has affected the accounting for the Group's acquisition in the current year of the 49% of Santander Private Banking UK Limited (and its subsidiaries) that it did not already own (by way of the purchase of 100% of its holding company, Santander PB UK (Holdings) Limited), as described in Note 49. The change in policy resulted in the difference between the consideration paid and the non-controlling interests recognised being recognised directly in equity, instead of in profit or loss. In addition, the cash consideration paid in the current year has been included in cash flows from investing activities.
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c) | IAS 28 "Investment in Associates" and IAS 31 "Interest in Joint Ventures" - In January 2008, the IASB made consequential amendments to IAS 28 and IAS 31 to extend the changes in IAS 27. The principle adopted in IAS 27 (2008) that a change in accounting basis is recognised as a disposal and re-acquisition of any retained interest at fair value is extended to IAS 28 and IAS 31 as follows: | |
> | IAS 28 is amended such that for a change in equity interest in an associate, the investor remeasures at acquisition date fair value any investment retained in the former associate, with any consequential gain or loss compared to its carrying amount under IAS 28 recognised in profit or loss. | |
> | IAS 31 is amended such that for a change in joint control interest in an entity, the investor remeasures at fair value any investment retained in the former jointly controlled entity, with any consequential gain or loss compared to its carrying amount under IAS 31 recognised in profit or loss. | |
> | Any amount that has previously been recognised in other comprehensive income, and that would be reclassified to profit or loss following a disposal, is similarly reclassified to profit or loss. | |
The adoption of IAS 28 (2008) has affected the accounting for the Group's acquisition in the current year of the 50.1% of Santander Consumer (UK) plc that it did not already own, as described in Note 49. |
Future accounting developments
The Group has not yet adopted the following significant new or revised standards and interpretations, and amendments thereto, which have been issued but which are not yet effective for the Group:
a) | IFRS 9 "Financial Instruments" - In November 2009, the IASB issued IFRS 9 and in October 2010, issued an amendment to IFRS 9 which introduce new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition. IFRS 9 is effective for annual periods beginning on or after 1 January 2013. | |
> | IFRS 9 requires all recognised financial assets that are within the scope of IAS 39 'Financial Instruments: Recognition and Measurement' to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. | |
> | The most significant effect of IFRS 9 regarding the classification and measurement of financial liabilities relates to the accounting for changes in fair value of a financial liability (designated as at fair value through profit or loss) attributable to changes in the credit risk of that liability. Specifically, under IFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Previously, under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was recognised in profit or loss. | |
The Group anticipates that IFRS 9 will be adopted in the Group's financial statements for the annual period beginning on or after 1 January 2013 and that the application of the new Standard may have a significant impact on amounts reported in respect of the Group's financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed. |
b) | IFRS 7 "Financial Instruments: Disclosures" - In October 2010, the IASB issued amendments to IFRS 7 that increase the disclosure requirements for transactions involving transfers of financial assets. The amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed throughout the period. The amendments to IFRS 7 are effective for annual periods beginning on or after 1 July 2011, with earlier application permitted. |
The Group does not anticipate that these amendments to IFRS 7 will have a significant effect on the Group's disclosures regarding transfers of financial assets (see Note 20). However, if the Group enters into other types of transfers of financial assets in the future, disclosures regarding those transfers may be affected.
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c) | IAS 24 "Related Party Transactions" - In November 2009, the IASB issued amendments to IAS 24, effective for annual periods beginning on or after 1 January 2011, with earlier application permitted. The revised standard modifies the definition of a related party and simplifies disclosures for government-related entities. |
The disclosure exemptions introduced in IAS 24 (2009) do not affect the Group because the Group is not a government-related entity. However, disclosures regarding related party transactions and balances in these consolidated financial statements may be affected when the revised version of the Standard is applied in future accounting periods because some counterparties that did not previously meet the definition of a related party may come within the scope of the Standard. |
Comparative information
As required by US public company reporting requirements, these Consolidated Financial Statements include two years of comparative information for the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and related Notes to the financial statements.
Consolidation
a) Subsidiaries
Subsidiaries, which are those companies and other entities (including Special Purpose Entities) over which the Group, directly or indirectly, has power to govern the financial and operating policies, are consolidated. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity. The Company recognises investments in subsidiaries at cost less impairment.
Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured at the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition. Acquisition related costs are expensed as incurred. The excess of the cost of acquisition over the fair value of the tangible and intangible net assets of the subsidiary acquired is recorded as goodwill. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless the cost cannot be recovered. The accounting reference date of the Company and its subsidiary undertakings is 31 December, with the exception of those leasing, investment, insurance and funding companies which, because of commercial considerations, have various accounting reference dates. The financial statements of these subsidiaries have been consolidated on the basis of interim financial statements for the period to 31 December.
In the context of Special Purpose Entities ('SPE's), the following circumstances may indicate a relationship in which, in substance, the Group controls and consequently consolidates an SPE:
> | the activities of the SPE are being conducted on behalf of the Group according to the Group's specific business needs so that it obtains benefits from the SPE's operation; |
> | the Group has the decision-making powers to obtain the majority of the benefits of the activities of the SPE or, by setting up an 'autopilot' mechanism, the Group has delegated those decision-making powers; |
> | the Group has rights to obtain the majority of the benefits of the SPE and therefore may be exposed to risks arising from the activities of the SPE; or |
> | the Group retains the majority of the residual or ownership risks related to the SPE or its assets in order to obtain benefits from its activities. |
Assessments of control are made based on the initial arrangements in place, but are reconsidered if there are subsequent changes to the substance of the arrangements, such as the nature of the Group's involvement, the contractual arrangements or the governing rules of the SPE.
Transactions between entities under common control are outside the scope of IFRS 3 - "Business Combinations", and there is no other guidance for such situations under IFRS. The Group elects to account for transactions between entities under common control for cash consideration in a manner consistent with the approach under IFRS 3R, except for the continued disclosure of those IBNO provisions for a portfolio that cannot easily be allocated to individual loans, unless the transaction represents a reorganisation of entities within the Group, in which case the transaction is accounted for at its historical cost. Business combinations between entities under common control transacted for non-cash consideration are accounted for by the Group in a manner consistent with group reconstruction relief under UK GAAP.
b) Associates
Investments in associates are accounted for by the equity method of accounting and are initially recognised at cost. Under this method, the Group's share of the post-acquisition profits or losses of associates is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the cost of the investment. The Company recognises investments in associates at cost less impairment.
Associates are entities in which the Group has between 20% and 50% of the voting rights, or over which the Group has significant influence, but which it does not control. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group has significant influence over another entity. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Group's investment in associates includes goodwill on acquisition. When the Group's share of losses in an associate equals or exceeds its interest in the associate the Group does not recognise further losses unless the Group has incurred obligations or made payments on behalf of the associates.
Foreign currency translation
Items included in the financial statements of each entity (including foreign branch operations) in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (the 'functional currency'). The Consolidated Financial Statements are presented in pounds sterling, which is the functional currency of the parent.
Income statements and cash flows of foreign entities are translated into the Group's reporting currency at average exchange rates for the year and their balance sheets are translated at the exchange rates ruling on 31 December. Exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income. When a foreign entity is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Foreign currency transactions are translated into the functional currency of the entity involved at the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement unless recognised in other comprehensive income in connection with a cash flow hedge.
The amount of exchange rate differences recognised in profit or loss on items not at fair value through profit and loss was £1,431m income (2009: £2,570m income, 2008: £5,850m charge). This was offset by income/charges on items held at fair value.
Revenue recognition
(a) Interest income and expense
Income on financial assets that are classified as loans and receivables or available-for-sale, and interest expense on financial liabilities other than those at fair value through profit and loss are determined using the effective interest method. The effective interest rate is the rate that discounts the estimated future cash payments or receipts over the expected life of the instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the future cash flows are estimated after considering all the contractual terms of the instrument excluding future credit losses. The calculation includes all amounts paid or received by the Group that are an integral part of the overall return, direct incremental transaction costs related to the acquisition, issue or disposal of the financial instrument and all other premiums or discounts. Interest income on assets classified as loans and receivables, available-for-sale, or income on investments in equity shares, interest expense on liabilities other than those at fair value through profit and loss, and interest income and expense on hedging derivatives are recognised in interest and similar income and interest expense and similar charges in the income statement.
In accordance with IFRS, the Group recognises interest income on assets after they have been written down as a result of an impairment loss. Interest continues to be accrued on all loans and the element of interest that is not anticipated to be recovered is provided for.
(b) Fee and commission income and expense
Fees and commissions that are not an integral part of the effective interest rate are recognised when the service is provided. For retail products, fee and commission income consists principally of collection services fees, commission on foreign currencies, commission and other fees received from retailers for processing credit card transactions, fees received from other credit card issuers for providing cash advances for their customers through the Group's branch and ATM networks, annual fees payable by credit card holders and fees for non-banking financial products. Revenue from these income streams is recognised when the service is provided.
For insurance products, fee and commission income consists principally of commissions earned on the sale of building and contents insurance, life protection insurance and payment cover insurance. Revenue from these income streams is recognised when the service is provided.
Asset management fee and commission income comprises portfolio and other management advisory and service fees, investment fund management fees, and fees for private banking, financial planning and custody services. Portfolio and other management advisory and service fees are recognised based on the applicable service contracts. Asset management fees related to investment funds are recognised rateably over the period the service is provided. The same principle is applied for private banking, financial planning and custody services that are continuously provided over an extended period of time.
Fee and commission income which forms an integral part of the effective interest rate of a financial instrument (for example, certain loan commitment fees) is recognised as an adjustment to the effective interest rate and recorded in "Interest income" (See (a) above).
(c) Dividend income
Except for equity securities classified as trading assets or financial assets held at fair value through profit or loss, described below, dividend income is recognised when the right to receive payment is established. This is the ex-dividend date for equity securities.
(d) Net trading and other income
Net trading and other income comprises all gains and losses from changes in the fair value of financial assets and liabilities held at fair value through profit or loss (including financial assets and financial liabilities held for trading and designated as fair value through profit or loss), together with related interest income, expense and dividends. It also includes income from operating lease assets, and profits/(losses) on the sales of fixed assets and subsidiary undertakings.
Changes in the fair value of financial assets and liabilities held for trading, including trading derivatives, are recognised in the income statement as net trading and other income together with dividends and interest receivable and payable. Changes in the fair value of assets and liabilities designated as fair value through profit or loss are recognised in net trading and other income together with dividends, interest receivable and payable and changes in fair value of derivatives managed in conjunction with these assets and liabilities. Changes in fair value of derivatives in a designated hedging relationship are recognised in net trading and other income along with the fair value of the hedged item.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, including computer software, which are assets that necessarily take a substantial period of time to develop for their intended use, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognised in profit or loss in the period in which they occur.
Pensions and other post retirement benefits
The Group operates various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds as determined by periodic actuarial calculations. A defined benefit plan is a pension plan that guarantees 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. A defined contribution plan is a pension plan under which the Group pays fixed contributions as they fall due into a separate entity (a fund). The pension paid to the member at retirement is based on the amount in the separate fund for each member. The Group has no legal or constructive obligations to pay further contributions into the fund to "top up" benefits to a certain guaranteed level.
a) Defined benefit plans
The liability recognised in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. Full actuarial valuations of the Group's principal defined benefit schemes are carried out on a triennial basis. Each scheme's Trustee is responsible for the actuarial valuations and in doing so considers or relies in part on a report of a third party expert. The present value of the defined benefit obligation is determined by the estimated future cash outflows using interest rates of high quality corporate bonds, which have terms to maturity closest to the terms of the related liability, adjusted where necessary to match those terms.
The income statement includes the current service cost of providing pension benefits, the expected return on schemes' assets net of expected administration costs, and the interest cost on the schemes' liabilities. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other comprehensive income. Past-service costs are charged immediately to the income statement, unless the changes are conditional on the employees remaining in service for a specified period of time, known as the vesting period. In this case, the past-service costs are amortised on a straight-line basis over the average period until the benefits vest.
Gains and losses on curtailments are recognised when the curtailment occurs. This is when there is a demonstrable commitment to make a significant reduction in the number of employees covered by the plan, or amendments have been made to the terms of the plan so that a significant element of future service will no longer qualify for benefits or will qualify only for reduced benefits. The gain or loss comprises any resulting change in the present value of the defined benefit obligation, any resulting change in the fair value of the plan assets and any related actuarial gain or loss. Curtailment gains and losses on sold businesses that meet the definition of discontinued operations are included in operating expenses in profit or loss for the year from discontinued operations.
b) Defined contribution plans
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the Group has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs.
c) Post-retirement medical benefit plans
Post-retirement medical benefit liabilities are determined using the Projected Unit Credit Method, with actuarial valuations updated at each year-end. The expected benefit costs are accrued over the period of employment using an accounting methodology similar to that for the defined benefit pension scheme.
Share-based payments
The Group engages in cash-settled and equity-settled share-based payment transactions in respect of services received from certain of its employees. Shares of the Group's parent, Banco Santander, S.A. are purchased in the open market by the Group (for the Executive Share Option Scheme, the Employee Sharesave scheme and awards granted under the Medium Term Incentive Plan) or are purchased by Banco Santander, S.A. or another group company (for awards granted under the Long Term Incentive Plan) to satisfy share options as they vest. The Executive Share Option scheme, the Employee Sharesave scheme and awards granted under the Medium Term Incentive Plan are accounted for as cash-settled share-based payment transactions. Awards granted under the Long Term Incentive Scheme are accounted for as equity-settled share-based payment transactions.
The fair value of the services received is measured by reference to the fair value of the shares or share options initially on the date of the grant for both the cash and equity settled share-based payments and then subsequently at each reporting date for the cash settled share-based payments. The cost of the employee services received in respect of the shares or share options granted is recognised in the income statement within administration expenses, over the period that the services are received, which is the vesting period. A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date for cash-settled, share-based payments. A liability equal to the amount to be reimbursed to Banco Santander, S.A. is recognised at the current fair value determined at the grant date for equity-settled share based payments.
The fair value of the options granted under the Executive Share Option scheme and the Employee Sharesave scheme is determined using an option pricing model, which takes into account the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the Banco Santander, S.A. share price over the life of the option, the dividend growth rate.
The fair value of the awards granted for the Long Term Incentive Plan and the Medium Term Incentive Plan were valued at the grant date using an option pricing model, which takes into account the share price at grant date, the risk free interest rate, the expected volatility of the Banco Santander, S.A. share price over the life of the award and the dividend growth rate.
Vesting conditions included in the terms of the grant are not taken into account in estimating fair value, except for those that include terms related to market conditions. 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 employee service so that ultimately, the amount recognised in the income statement reflects the number of vested shares or share options.
Where an award has been modified, as a minimum, the expense of the original award continues to be recognised as if it had not been modified. Where the effect of a modification is to increase the fair value of an award or increase the number of equity instruments, the incremental fair value of the award or incremental fair value of the extra equity instruments is recognised in addition to the expense of the original grant, measured at the date of modification, over the modified vesting period.
A cancellation that occurs during the vesting period is treated as an acceleration of vesting, and recognised immediately for the amount that would otherwise have been recognised for services over the vesting period.
Goodwill and other intangible assets
Goodwill represents the excess of the cost of an acquisition, as well as the fair value of any interest previously held, over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary, associate, or business at the date of acquisition. Goodwill on the acquisition of subsidiaries and businesses is included in Intangible assets. Goodwill on acquisitions of associates is included as part of Investment in associates. Goodwill is tested for impairment at each balance sheet date, or more frequently when events or changes in circumstances dictate, and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity or business include the carrying amount of goodwill relating to the entity or business sold.
Other intangible assets are recognised if they arise from contracted or other legal rights or if they are capable of being separated or divided from the Group and sold, transferred, licensed, rented or exchanged. The value of such intangible assets is amortised on a straight-line basis over the useful economic life of the assets in question, which ranges from 3 to 7 years. Other intangible assets are reviewed annually for impairment indicators and tested for impairment where indicators are present.
Marketing rights are capitalised when they are separately identifiable contractual agreements that are expected to provide future economic benefits and the costs are separately identifiable. The value of the marketing rights is classified in intangible assets on the balance sheet and amortised on a straight-line basis over their useful life of 5 to 7 years.
Software development costs are capitalised when they are direct costs associated with identifiable and unique software products that are expected to provide future economic benefits and the cost of these products can be measured reliably. These costs include payroll, the costs of materials and services, and directly attributable overheads. Internally developed software meeting these criteria and externally purchased software are classified in intangible assets on the balance sheet and amortised on a straight-line basis over their useful life of 3 to 7 years, unless the software is an integral part of the related computer hardware, in which case it is treated as property, plant and equipment as described below. Capitalisation of costs ceases when the software is capable of operating as intended. Costs associated with maintaining software programmes are expensed as incurred.
Property, plant and equipment
Property, plant and equipment include owner-occupied properties (including leasehold properties), office fixtures and equipment and computer software. Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. A review for indications of impairment is carried out at each reporting date. Gains and losses on disposal are determined by reference to the carrying amount and are reported in net trading and other income. Repairs and renewals are charged to the income statement when the expenditure is incurred.
Software development costs are capitalised when they are direct costs associated with identifiable and unique software products that are expected to provide future economic benefits and the cost of these products can be measured reliably. These costs include payroll, the costs of materials and services, and directly attributable overheads. Internally developed software meeting these criteria and externally purchased software are classified in property, plant and equipment on the balance sheet where the software is an integral part of the related computer hardware. Capitalisation of costs ceases when the software is capable of operating as intended. Costs associated with maintaining software programmes are expensed as incurred. Classes of property, plant and equipment are depreciated on a straight-line basis over their useful life as follows:
Owner-occupied properties | Not exceeding 50 years |
Office fixtures and equipment | 3 to 15 years |
Computer software | 3 to 7 years |
Depreciation is not charged on freehold land and assets under construction.
Financial assets
The Group classifies its financial assets as: financial assets at fair value through profit or loss, loans and receivables, available-for-sale and held to maturity financial assets. Management determines the classification of its investments at initial recognition. Financial assets that are classified at fair value through profit or loss, which have not been designated as such or are not accounted for as derivatives, or assets classified as available-for-sale, may subsequently in rare circumstances, be reclassified from the fair value through profit or loss category to the loans and receivables, available-for-sale or held to maturity categories. In order to meet the criteria for reclassification, the asset must no longer be held for the purpose of selling or repurchasing in the near term and must also meet the definition of the category into which it is to be reclassified had it not been required to classify it at fair value through profit or loss at initial recognition. The reclassified value is the fair value of the asset at the date of reclassification. The Group has not utilised this option and therefore has not reclassified any assets from the fair value through profit or loss category that were classified as such at initial recognition.
(a) Financial assets at fair value through profit or loss
Financial assets are classified as fair value through profit or loss if they are either held for trading or otherwise designated at fair value through profit or loss on initial recognition. A financial asset is classified as held for trading if it is a derivative or it is acquired principally for the purpose of selling in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking.
In certain circumstances financial assets other than those that are held for trading 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 or recognising the gains or losses on them on a different basis, where the assets are managed and their performance evaluated on a fair value basis, or where a financial asset contains one or more embedded derivatives which are not closely related to the host contract.
Trading assets, derivative financial instruments and financial assets designated at fair value are classified as fair value through profit or loss, except where in a hedging relationship. They are derecognised when the rights to receive cash flows from the asset have expired or when the Group has transferred substantially all the risks and rewards of ownership.
(b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments, that are not quoted in an active market and which are not classified as available-for-sale or fair value through profit or loss. They arise when the Group provides money or services directly to a customer with no intention of trading the loan. Loans and receivables are initially recognised at fair value including direct and incremental transaction costs. They are subsequently valued at amortised cost, using the effective interest method. They are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all of the risks and rewards of ownership. Loans and receivables consist of Loans and advances to banks, Loans and advances to customers and Loan and receivable securities.
(c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and are not categorised into any of the other categories described. They are initially recognised at fair value including direct and incremental transaction costs. They are subsequently held at fair value. Gains and losses arising from changes in fair value are recognised in other comprehensive income until sale when the cumulative gain or loss is transferred to the income statement. Interest is determined using the effective interest method.
Income on investments in equity shares, debt instruments and other similar interests is recognised in the income statement as and when dividends are declared and interest is accrued. Impairment losses and foreign exchange translation differences on monetary items are recognised in the income statement. The investments are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership.
(d) Held to maturity investments
Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity. Held to maturity investments are initially recognised at fair value including direct and incremental transaction costs. They are subsequently valued at amortised cost, using the effective interest method. They are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all of the risks and rewards of ownership. Were the Group to sell other than an insignificant amount of held to maturity assets, the entire category would be tainted and reclassified as available-for-sale.
The Group does not hold any held to maturity financial assets.
Valuation of financial instruments
Financial instruments that are classified at fair value through profit or loss, including those held for trading purposes, or available-for-sale, and all derivatives, are stated at fair value. The fair value of such financial instruments is the estimated amount at which the instrument could be exchanged in a current transaction between willing, knowledgeable parties, other than in a forced or liquidation sale.
a) Initial measurement
The best evidence of the fair value of a financial instrument at initial recognition is the transaction price unless the valuation is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include significant data from observable markets. Any difference between the transaction price and the value based on a valuation technique where the inputs are not based on data from observable current markets is not recognised in profit or loss on initial recognition. Subsequent gains or losses are only recognised to the extent that they arise from a change in a factor that market participants would consider in setting a price.
b) Subsequent measurement
The Group applies the following fair value hierarchy that prioritises the inputs to valuation techniques used in measuring fair value. The hierarchy establishes three categories for valuing financial instruments, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three categories are: quoted prices in active markets (Level 1), internal models based on observable market data (Level 2) and internal models based on other than observable market data (Level 3). If the inputs used to measure an asset or a liability fall to different levels within the hierarchy, the classification of the entire asset or liability will be based on the lowest level input that is significant to the overall fair value measurement of the asset or liability.
The Group categorises assets and liabilities measured at fair value within the fair value hierarchy based on the inputs to the valuation techniques as follows:
Level 1: | 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 1 positions include debt securities, equity securities, exchange traded derivatives and short positions in securities. |
Level 2: | Quoted prices in markets that are not active, 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 2 positions include loans and advances to banks, loans and advances to customers, equity securities, exchange rate derivatives, interest rate derivatives, equity and credit derivatives, debt securities, deposits by banks, deposits by customers and debt securities in issue. |
Level 3: | Inputs to the pricing or valuation techniques that are significant to the overall fair value measurement of the asset or liability are unobservable. Level 3 positions include equity securities, exchange rate derivative, equity and credit derivatives, loans and advances to customers, debt securities, and debt securities in issue. |
The Group assesses active markets for equity instruments based on the average daily trading volume both in absolute terms and relative to the market capitalisation for the instrument. The Group assesses active markets for debt instruments based on both the average daily trading volume and the number of days with trading activity. The Group assesses active markets for exchange traded derivatives based on the average daily trading volume both in absolute terms and relative to the market capitalisation for the instrument.
Market activity and liquidity is discussed in the relevant monthly Risk Forum as well as being part of the daily update given by each business at the start of the trading day. This information, together with the observation of active trading and the magnitude of the bid-offer spreads allow consideration of the liquidity of a financial instrument.
Underlying assets and liabilities are reviewed to consider the appropriate adjustment to mark the mid price reported in the trading systems to a realisable value. This process takes into account the liquidity of the position in the size of the adjustment required. These liquidity adjustments are presented and discussed at the monthly Risk Forum.
In determining the appropriate measurement levels, the Group performs regular analyses on the assets and liabilities. Underlying assets and liabilities are regularly reviewed to determine whether a position should be regarded as illiquid; the most important practical consideration being the observability of trading. Where the bid-offer spread is observable, this is tested against actual trades. Changes in the observability of significant valuation inputs during the reporting period may result in a reclassification of assets and liabilities within the fair value hierarchy.
Financial instruments valued using observable market prices
If a quoted market price in an active market is available for an instrument, the fair value is calculated as the current bid price multiplied by the number of units of the instrument held.
Financial instruments valued using a valuation technique
In the absence of a quoted market price in an active market, management uses internal models to make its best estimate of the price that the market would set for that financial instrument. In order to make these estimations, various techniques are employed, including extrapolation from observable market data and observation of similar financial instruments with similar characteristics. Wherever possible, valuation parameters for each product are based on prices directly observable in active markets or that can be derived from directly observable market prices. Valuation parameters for each type of financial instrument are discussed in Note 50.
Unrecognised gains as a result of the use of valuation models using unobservable inputs ('Day One profits')
The timing of recognition of deferred day one profit and loss is determined individually. It is deferred until either the instrument's fair value can be determined using market observable inputs or is realised through settlement. The financial instrument is subsequently measured at fair value, adjusted for the deferred day one profit and loss. Subsequent changes in fair value are recognised immediately in the consolidated income statement without immediate reversal of deferred day one profits and losses.
"Regular way" purchases of financial assets and issues of financial liabilities
A regular way purchase is a purchase of a financial asset under a contract whose terms require delivery of the asset within the timeframe established generally by regulation or convention in the market place concerned.
Regular way purchases of financial assets classified as loans and receivables are recognised on settlement date; all other regular way purchases are recognised on trade date. The assets are derecognised when the rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership.
Issues of equity or financial liabilities measured at amortised cost are recognised on settlement date; all other regular way issues are recognised on trade date. The liabilities are derecognised when extinguished.
Offsetting financial assets and liabilities
Financial assets and liabilities including derivatives are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
The Group is party to a number of arrangements, including master netting arrangements under industry standard agreements which facilitate netting of transactions 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.
Sale and repurchase agreements (including stock borrowing and lending)
Securities sold subject to a commitment to repurchase them at a predetermined price ('repos') under which substantially all the risks and rewards of ownership are retained by the Group remain on the balance sheet as trading assets and a liability is recorded in trading liabilities in respect of the consideration received. Securities purchased under commitments to resell ('reverse repos') are not recognised on the balance sheet and the consideration paid is recorded in trading assets. The difference between the sale and repurchase price is treated as trading income in the income statement.
Securities lending and borrowing transactions are generally secured, with collateral taking the form of securities or cash advanced or received. Securities lent or borrowed are not reflected on the balance sheet. Collateral in the form of cash received or advanced is recorded as a deposit or a loan. Collateral in the form of securities is not recognised.
Derivative financial instruments
Derivative financial instruments ('derivatives') are contracts or agreements whose value is derived from one or more underlying indices or asset values inherent in the contract or agreement, which require no or little initial net investment and are settled at a future date. Transactions are undertaken in interest rate, cross currency, equity, residential 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 equity index options.
Derivatives are recognised initially (on the date on which a derivative contract is entered into), and are subsequently remeasured, at their fair value. Fair values of exchange-traded derivatives are obtained from quoted market prices. Fair values of over-the-counter derivatives are obtained using valuation techniques, including discounted cash flow and option pricing models.
Certain derivatives embedded in other financial instruments, such as the conversion option in a convertible bond, are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the hybrid contract is not carried at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in the income statement. Contracts containing embedded derivatives are not subsequently reassessed for separation unless there has been a change in the terms of the contract which significantly modifies the cash flows, or (where assets have been reclassified) where they are reassessed at the time of reclassification.
All derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative, except where netting is permitted.
The method of recognising fair value gains and losses depends on whether derivatives are held for trading or are designated as hedging instruments and, if the latter, the nature of the risks being hedged. All gains and losses from changes in the fair value of derivatives held for trading are recognised in the income statement, and included within net trading and other income.
Hedge accounting
The Group designates certain derivatives as hedging instruments of the fair value of recognised assets or liabilities or firm commitments (fair value hedge). Hedge accounting is used for derivatives designated in this way provided certain criteria are met.
At the time a financial instrument is designated as a hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s). Documentation includes risk management objectives and the strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. Accordingly, the Group formally assesses, both at the inception of the hedge and on an ongoing basis, whether the hedging derivatives have been and will be highly effective in offsetting changes in the fair value of the hedged items. A hedge is normally regarded as highly effective if, at inception and throughout its life, the Group can expect, and actual results indicate, that changes in the fair value of the hedged items are effectively offset by changes in the fair value of the hedging instrument, and actual results are within a range of 80% to 125%.
The Group discontinues hedge accounting when it is determined that: a derivative is not, or has ceased to be, highly effective as a hedge; when the derivative expires, or is sold, terminated or exercised; or when the hedged item matures or is sold or repaid. On discontinuance of hedge accounting, amortisation of the adjustment to the hedged item is included in net trading and other income.
The hedge adjustment for fair value hedges is classified in the balance sheet in the same category as the hedged item, unless it relates to a macro hedging relationship where the hedge adjustment is recognised as a macro hedge on the face of the balance sheet. For fair value hedges, changes in the fair value of the hedging instrument and hedged item are recognised in net trading and other income. Hedge ineffectiveness represents the amount by which the changes in the fair value of the hedging derivative differ from changes in the fair value of the hedged item. Such gains and losses are recorded in current period earnings within net trading and other income.
Gains and losses on components of a hedging derivative that are excluded from assessing hedge effectiveness are also included in net trading and other income.
Securitisation transactions
The Group has entered into certain arrangements where undertakings have issued mortgage-backed securities or have entered into funding arrangements with lenders in order to finance specific loans and advances to customers. As the Group has retained substantially all the risks and rewards of the underlying assets, such financial instruments continue to be held on the Group balance sheet, and a liability recognised for the proceeds of the funding transaction.
Impairment of financial assets
At each balance sheet date the Group assesses whether, as a result of one or more events occurring after initial recognition, there is objective evidence that a financial asset or group of financial assets classified as loans and receivables, available-for-sale or loan and receivable securities have become impaired. Evidence of impairment may include indications that the borrower or group of borrowers have defaulted, are experiencing significant financial difficulty, or the debt has been restructured to reduce the burden to the borrower. Impairment losses are recorded as charges in the income statement and the carrying amount of the financial asset or group of financial assets is reduced by establishing an impairment loss allowance. Impairment loss allowances are maintained at the level that management deems sufficient to absorb probable incurred losses in the Group's loans. Losses expected from future events are not recognised.
Impairment losses are assessed individually for financial assets that are individually significant and individually or collectively for assets that are not individually significant. An impairment loss allowance for observed losses is established for all past due loans after a specified period of repayment default where it is probable that some of the capital will not be repaid or recovered through enforcement of any applicable security. An allowance for inherent losses is established for loans for which no evidence of loss has been specifically identified on an individual basis because the loans are not yet past due (i.e. incurred but not observed or 'IBNO') but are known from past experience to have deteriorated since the initial decision to lend was made. An example of this situation is where a borrower has not yet missed a payment but is experiencing financial difficulties at the reporting date, e.g. due to loss of employment or divorce. In these circumstances, an inherent loss had been incurred at the reporting date.
(a) Loans and receivables
(i) Retail assets
Individual assessment
For individually assessed assets, the Group measures the amount of the loss as the difference between the carrying amount of the asset and the present value of the estimated future cash flows from the asset discounted at the original effective interest rate of the asset.
Collective assessment
Impairment is assessed on a collective basis in two circumstances to cover losses which have been:
> | Incurred but have not yet been identified (i.e. IBNO losses); and |
> | Observed. |
In making collective assessment for impairment, financial assets are grouped together according to their credit risk characteristics. For each such portfolio, future cash flows are estimated through the use of historical loss experience. The historical loss experience is adjusted for current observable data, including estimated current property prices, to reflect the effects of current conditions not affecting the period of historical experience. The loss is discounted at the effective interest rate, except where portfolios meet the criteria for short-term receivables. The unwind of the discount over time is reported through interest receivable within the income statement, with the impairment loss allowances on the balance sheet increasing.
For each portfolio, the impairment loss allowance is calculated as the product of the number of accounts in the portfolio, the estimated proportion of accounts that will be written off, or repossessed in the case of mortgage loans (the 'loss propensity'), the estimated proportion of such cases that will result in a loss (the 'loss factor') and the average loss incurred (the 'loss per case'). Separate assessments are performed with respect to observed losses and IBNO losses.
The loss propensity for the observed segment represents the percentage of cases that will ultimately be written off. For the IBNO segment (i.e. where the account is currently up to date), the loss propensity represents the percentage of such cases that are expected to miss a payment in the appropriate emergence period and which will ultimately be written off. The loss propensities are based on recent historical experience, typically covering a period of no more than the most recent six months in the year under review.
The loss per case is based on actual cases on which a loss has been incurred during the most recent month for which data is available in the year under review (typically December), and is then discounted using an appropriate rate. Based on historical experience, the gross loss per case is realised in cash several months after the customer first defaults, during which time interest and fees continue to accrue on the account. As a result, the future fees and interest included in the gross loss per case are removed and the balance discounted so as to calculate the present value of the loss per case. The discounted loss per case for accounts where a payment has already been missed (i.e. observed losses) is slightly higher than for accounts that are up to date (i.e. IBNO losses) because the discounting effect is lower reflecting the fact that the process to recover the funds is further advanced.
Incurred but not observed impairment loss allowances
Individually assessed loans for which no evidence of loss has been specifically identified on an individual basis are grouped together according to their credit risk characteristics for the purpose of calculating an estimated allowance for inherent losses. Such losses will only be individually identified in the future. As soon as information becomes available which identifies losses on individual loans within the group, those loans are removed from the group and assessed for observed losses.
The allowance for inherent losses is determined on a portfolio basis by applying the impairment loss allowances methodology outlined above to these accounts after taking into account:
> | historical loss experience in portfolios of similar credit risk characteristics (for example, by product); |
> | the estimated period between impairment occurring and the loss being identified and evidenced by the establishment of an observed loss allowance against the individual loan (known as the emergence period, which is discussed below); and |
> | management's experienced judgement as to whether current economic and credit conditions are such that the actual level of inherent losses at the balance sheet date is likely to be greater or less than that suggested by historical experience. |
The emergence period
This is the period which the Group's statistical analysis shows to be the period in which losses that had been incurred but have not been separately identified at the balance sheet date, become evident as the loans turn into past due. Based on the Group's statistical analysis at 31 December 2010 and 2009, the emergence period was two to three months for unsecured lending and twelve months for secured lending. The longer emergence period for secured lending reflects the fact that a customer is more likely to default on unsecured debt before defaulting on secured lending. The factors considered in determining the length of the emergence period for unsecured lending are recent changes in customers' debit/credit payment profiles and credit scores. The factors considered for secured lending are the frequency and duration of exceptions from adherence to the contractual payment schedule.
Observed impairment loss allowances
An impairment loss allowance for observed losses is established for all past due loans after a specified period of repayment default where it is probable that some of the capital will not be repaid or recovered through enforcement of any applicable security. Loans for which evidence of loss has been specifically identified are grouped together according to their credit risk characteristics for the purpose of calculating an estimated allowance for observed losses.
The allowance for observed losses is determined on a portfolio basis by applying the impairment loss allowances methodology outlined above for IBNO to these accounts, with the exception that no consideration is given to an emergence period, as the losses are already observed.
Generally, the length of time before an asset is placed on default status for an impairment loss review is when at least one payment is missed. Repayment default periods vary depending on the nature of the collateral that secures the advances. On advances secured by residential or commercial property, the default period is three months. For advances secured by consumer goods such as cars or computers, the default period is less than three months, the exact period being dependent on the particular type of loan in this category. On unsecured advances, such as personal term loans, the default period is generally four missed payments (three months in arrears). Exceptions to the general rule exist with respect to revolving facilities, such as bank overdrafts, which are placed on default upon a breach of the contractual terms governing the applicable account, and on credit card accounts where the default period is three months.
Reversals of impairment
If in a subsequent period, the amount of an impairment loss reduces and the reduction can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the impairment loss allowance account accordingly. The write-back is recognised in the income statement.
Write-off
For secured loans, a write-off is only made when all collection procedures have been exhausted and the security has been sold or from claiming on any mortgage indemnity guarantee or other insurance. Security is realised in accordance with the Group's internal debt management programme. For unsecured loans, a write-off is only made when all internal avenues of collecting the debt have been exhausted and the debt is passed over to external collection agencies. Contact is made with customers with the aim to achieve a realistic and sustainable repayment arrangement. Litigation and/or enforcement of security is usually carried out only when the steps described above have been undertaken without success.
All write-offs are on a case by case basis, taking account of the exposure at the date of write-off, after accounting for the value from any collateral or insurance held against the loan. Except on fraud, where the exposure is written off once full investigations have been completed and the probability of recovery is minimal. The time span between discovery and write-off will be short and may not result in an impairment loss allowance being raised. The write-off policy is regularly reviewed. Write-offs are charged against previously established impairment loss allowances.
Recoveries
Recoveries of impairment losses are not included in the impairment loss allowance, but are taken to income and offset against impairment losses. Recoveries of impairment losses are classified in the income statement as 'Impairment losses on loans and advances'.
Impairment loss on restructured/renegotiated retail assets
On advances secured by residential property, restructuring or forbearance policies may be applied in certain circumstances to assist customers in financial difficulty. Capitalisation can be offered to borrowers under the forms of payment arrangements and refinancing (either a term extension or an interest only concession), subject to customer negotiation and vetting. Such accounts are classified in the "collections" category and continue to be reported in arrears until the arrears are capitalised.
The impairment loss allowances on these accounts are calculated in the same manner as on any other account that is in arrears, using the Group's collective assessment methodology. Once arrears are capitalised, the account is reclassified as a 'performing asset'. When such accounts are reclassified as performing assets, they continue to be assessed for impairment collectively for inherent losses under the Group's normal collective assessment methodology, but with an adjusted loss propensity factor applied to reflect the higher risk that they will default, as compared with other performing assets. Separate adjustments to the loss propensity factors are made to the performing accounts within the collections category that were previously in arrears and the performing accounts within the collections category that have always been performing, to reflect their differing risk profiles.
The full observed loss propensity factors are not applied to these accounts, as it is not expected that all accounts in the collections category will default particularly as the Group's lending policies only permit a mortgage restructure, refinance or forbearance in circumstances where the customer is expected to be able to meet the related requirements and ultimately repay in full. The remaining accounts in the collections category are assessed collectively for observed losses as they are individually impaired.
(ii) Corporate assets
Individual assessment
Impairment reviews are conducted monthly for those assets on the Group's 'Watchlist' of new, emerging and serious circumstances relating to the asset, with a particular focus on the following scenarios:
> | where an asset has a payment default which has been outstanding for 90 days or more; |
> | where non-payment defaults have occurred and/or where it has become evident that a workout or rescheduling exercise is to be undertaken; or |
> | where it has become evident that the value of any security is no longer considered adequate. |
In such situations the asset is transferred to the Corporate Banking Workouts and Collections team. As part of their impairment reviews, an assessment is undertaken of the expected future cash flows (including a revaluation of collateral held) in relation to the relevant asset, appropriately discounted. The result is compared to the current net book value of the asset. Any shortfall evidenced as a result of such a review results in an observed impairment loss allowance.
Collective assessment
Collective impairment assessment is used for portfolios classified as 'performing assets' where it is believed that market events are likely to have determined that losses are already inherent in a portfolio (i.e. IBNO) notwithstanding that these events may not have manifested themselves in specific defaults or other triggers that would lead to an individual impairment assessment. The amount of any such collective impairment loss allowance, for each portfolio concerned represents management's best estimate of likely loss levels and takes into account, amongst other factors, the total exposure and anticipated stressed levels in the relevant industry sector, estimates of probability of default and loss given default rates.
The level of IBNO for each portfolio is calculated, based on these factors, and is applied to the total value of unimpaired assets within the portfolio (i.e. excluding any assets for which an observed impairment loss allowance already exists). The impairment loss allowance assessment is regularly reviewed for any material change in the dynamics of the portfolio (e.g. volume, mix, observed losses) and market conditions (including comparison of the current IBNO impairment loss allowance level to the range of IBNO impairment loss allowances across similar loans in the industry).
Reversals of impairment
If in a subsequent period, the amount of an impairment loss reduces and the reduction can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the impairment loss allowance account accordingly. The write-back is recognised in the income statement.
Write-off
For secured loans, a write-off is made when all collection procedures have been exhausted and the security has been sold. For unsecured loans, a write-off is made when all avenues for collecting the debt have been exhausted. There may be occasions where a write-off occurs for other reasons, for example, following a consensual restructure of the debt or where the debt is sold for strategic reasons into the secondary market at a value lower than the face value of the debt. Write-offs are charged against previously established impairment loss allowances.
Recoveries
Recoveries of impairment losses are not included in the impairment loss allowance, but are taken to income and offset against impairment losses. Recoveries of impairment losses are classified in the income statement as 'Impairment losses on loans and advances'.
Impairment loss on restructured/renegotiated corporate assets
Restructuring policies may be applied in certain circumstances to assist customers in financial difficulty. Borrowers may be offered payment arrangements, refinancing (principally, either a term extension or an interest only concession) and in limited circumstances other forms of restructuring policies (principally a debt for equity swap), subject to customer negotiation and vetting.
If such accounts were classified in the "non-performing" loan category prior to the restructuring, they continue to be classified as non-performing until evidence of compliance with the new terms is demonstrated (typically over a period of at least three months) before being reclassified as "substandard". If the account was not categorised as non-performing at the time the revised arrangements were agreed, the case is considered to be a renegotiation and is reclassified to "substandard" upon completion of the restructuring agreement.
Once a substandard asset has demonstrated continued compliance with the new terms and the risk profile is deemed to have improved it may be reclassified as a "performing asset". When such accounts are reclassified as performing assets, they continue to be assessed for impairment collectively for inherent losses under the Group's normal collective assessment methodology. Until then, impairment loss allowances for such restructured loans are assessed individually, taking into account the value of collateral held as confirmed by third party professional valuations and the available cashflow to service debt over the period of the restructuring. These impairment loss allowances are assessed and reviewed regularly. In the case of a debt for equity conversion, the converted debt is written off against the existing impairment loss allowance upon completion of the restructuring. The value of the equity acquired is reassessed periodically in light of subsequent performance of the restructured company.
(iii) Loans and receivables securities
Loans and receivables securities are assessed individually for impairment. An impairment loss is incurred if there is objective evidence that an event has occurred since initial recognition of the assets that has an impact in the estimated future cash flows of the loans and receivables securities. Loans and receivables securities are monitored for potential impairment through a detailed expected cashflow analysis taking into account the structure and underlying assets of each individual security. Once specific events give rise to a reasonable expectation that future anticipated cash flows may not be received, the asset originating these doubtful cash flows will be deemed to be impaired. Objective evidence of loss events includes significant financial distress of the issuer and default or delinquency in interest and principal payments (breach of contractual terms).
(b) Available-for-sale financial assets
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In assessing whether assets are impaired, a significant or prolonged decline in the fair value of the security below its cost is considered evidence. The cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss previously reported in the income statement and is removed from other comprehensive income and recognised in the income statement.
If in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase is due to an event occurring after the impairment loss was recognised in the income statement (with objective evidence to support this), the impairment loss is reversed through the income statement.
If in a subsequent period, the fair value of an equity instrument classified as available-for-sale increases, all such increases in the fair value are treated as a revaluation, and are recognised in other comprehensive income. Impairment losses recognised on equity instruments are not reversed through the income statement.
Impairment of non-financial assets
At each balance sheet date, or more frequently when events or changes in circumstances dictate, property plant and equipment (including operating lease assets) and intangible assets (including goodwill) are assessed for indicators of impairment. If indications are present, these assets are subject to an impairment review. The impairment review comprises a comparison of the carrying amount of the asset or cash generating unit with its recoverable amount: the higher of the asset's or cash-generating unit's fair value less costs to sell and its value in use. Net selling price is calculated by reference to the amount at which the asset could be disposed of in a binding sale agreement in an arm's length transaction evidenced by an active market or recent transactions for similar assets, less costs to sell. Value in use is calculated by discounting the expected future cash flows obtainable as a result of the asset's continued use, including those resulting from its ultimate disposal, at a market based discount rate on a pre tax basis.
The carrying values of fixed assets and goodwill are written down by the amount of any impairment and the loss is recognised in the income statement in the period in which it occurs. Impairment of a cash generating unit is allocated first to goodwill and then to other assets held within the unit on a pro-rata basis. An impairment loss recognised in an interim period is not reversed at the balance sheet date. A previously recognised impairment loss relating to a fixed asset may be reversed in part or in full when a change in circumstances leads to a change in the estimates used to determine the fixed asset's recoverable amount. The carrying amount of the fixed asset will only be increased up to the amount that would have been had the original impairment not been recognised. Impairment losses on goodwill are not reversed. For conducting impairment reviews, cash generating units are the lowest level at which management monitors the return on investment on assets.
Leases
The Group as lessor - Operating lease assets are recorded at deemed cost and depreciated over the life of the asset after taking into account anticipated residual values. Operating lease rental income and depreciation is recognised on a straight-line basis over the life of the asset.
Amounts due from lessees under finance leases and hire purchase contracts are recorded as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment outstanding in respect of the leases and hire purchase contracts.
The Group as lessee - The Group enters into operating leases for the rental of equipment or real estate. Payments made under such leases are charged to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.
If the lease agreement transfers the risk and rewards of the asset, the lease is recorded as a finance lease and the related asset is capitalised. At inception, the asset is recorded at the lower of the present value of the minimum lease payments or fair value and depreciated over the lower of the estimated useful life and the life of the lease. The corresponding rental obligations are recorded as borrowings. The aggregate benefit of incentives, if any, is recognised as a reduction of rental expense over the lease term on a straight-line basis.
Income taxes, including deferred taxes
The tax expense represents the sum of the income tax currently payable and deferred income tax.
Income tax payable on profits, based on the applicable tax law in each jurisdiction, is recognised as an expense in the period in which profits arise. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is provided in full, using the liability method, on income tax losses available to carry forward and on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the assets may be utilised as they reverse. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill and the initial recognition of other assets (other than in a business combination) and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on rates enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items recognised in other comprehensive income, in which case the deferred tax is also recognised in other comprehensive income. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control reversal of the temporary difference and it is probable that it will not reverse in the foreseeable future.
The Group reviews the carrying amount of deferred tax assets at each balance sheet date and reduces it to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred and current tax assets and liabilities are only offset when they arise in the same tax reporting group and where there is both the legal right and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than three months' maturity from the date of acquisition, including cash and non-restricted balances with central banks, treasury bills and other eligible bills, loans and advances to banks and short-term investments in securities.
Financial liabilities
Financial liabilities are initially recognised when the Group becomes contractually bound to the transfer of economic benefits in the future. Financial liabilities are derecognised when extinguished.
(a) Financial liabilities at fair value through profit or loss
Financial liabilities are classified as fair value through profit or loss if they are either held for trading or otherwise designated at fair value through profit or loss on initial recognition. A financial liability is classified as held for trading if it is a derivative or it is incurred principally for the purpose of repurchasing or being unwound in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking.
In certain circumstances financial liabilities other than those that are held for trading 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 financial liability contains one or more embedded derivatives which are not closely related to the host contract. These liabilities are initially recognised at fair value and transaction costs are taken directly to the income statement. Gains and losses arising from changes in fair value are included directly in the income statement.
Derivative financial instruments, Trading liabilities and Financial liabilities designated at fair value are classified as fair value through profit or loss.
(b) Other financial liabilities
All other financial liabilities are initially recognised at fair value net of transaction costs incurred. They are subsequently stated at amortised cost and the redemption value recognised in the income statement over the period of the liability using the effective interest method.
Deposits by banks, Deposits by customers, Debt securities in issue (unless designated at fair value) and Subordinated liabilities are classified as amortised cost.
Equity index-linked deposits
Contracts involving the receipt of cash on which customers receive an index-linked return are accounted for as equity index-linked deposits, and classified as deposits by customers within trading liabilities. Equity index-linked deposits are managed within the equity derivatives trading book as an integral part of the equity derivatives portfolio. There are two principal product types.
(i) Capital at Risk
These products are designed to replicate the investment performance of an equity index, subject to a floor. In the event the index falls under a predetermined level, customers forfeit a predetermined percentage of principal up to a predetermined amount.
(ii) Capital Guaranteed/Protected
These products give the customers a limited participation in the upside growth of an equity index. In the event the index falls in price, a cash principal element is guaranteed/protected.
Equity index-linked deposits are remeasured at fair value at each reporting date with changes in fair values recognised in the income statement. The equity index-linked deposits contain embedded derivatives. These embedded derivatives, in combination with the principal cash deposit element, are designed to replicate the investment performance profile tailored to the return agreed in the contracts with customers. Other than new capital guaranteed products, which are treated as deposits by customers with any associated embedded derivatives bifurcated, embedded derivatives are not separated from the host instrument and are not separately accounted for as a derivative instrument, as the entire contract embodies both the embedded derivative and the host instrument and is remeasured at fair value at each reporting date. As such, there is no requirement to bifurcate the embedded derivatives in the equity index-linked deposits.
Borrowings
Borrowings (which include deposits by banks, deposits by customers, debt securities in issue and subordinated liabilities) are recognised initially at fair value, being their issue proceeds (fair value of consideration received) net of transaction costs incurred. Borrowings are subsequently stated at amortised cost or fair value dependent on designation at initial recognition.
Preference shares which carry a contractual obligation to transfer economic benefits are classified as financial liabilities and are presented in subordinated liabilities. The coupon on these preference shares is recognised in the income statement as interest expense on an amortised cost basis using the effective interest method.
Provisions
Provisions are recognised for present obligations arising as consequences of past events where it is more likely than not that a transfer of economic benefits will be necessary to settle the obligation, and it can be reliably estimated.
Provision is made for the estimated cost of making redress payments with respect to the past sales of products, based on conclusions regarding the number of claims that will be received, including the number of those that will be upheld, and the estimated average settlement per case. Provision is made for the anticipated cost of restructuring, including redundancy costs, when an obligation exists. An obligation exists when the Group has a detailed formal plan for restructuring a business, and has raised valid expectations in those affected by the restructuring and has started to implement the plan or announce its main features.
When a leasehold property ceases to be used in the business, provision is made where the unavoidable costs of the future obligations relating to the lease are expected to exceed anticipated rental income. The net costs are discounted using market rates of interest to reflect the long-term nature of the cash flows.
Provision is made for loan commitments, other than those classified as held for trading, within impairment loss allowances if it is probable that the facility will be drawn and the resulting loan will be recognised at a value less than the cash advanced. Contingent liabilities are possible obligations whose existence will be confirmed only by certain future events or present obligations where the transfer of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are not recognised but are disclosed unless they are remote.
Financial guarantee contracts
Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument. The Group accounts for guarantees that meet the definition of a financial guarantee contract at fair value on initial recognition. In subsequent periods, these guarantees are measured at the higher of the initial fair value less cumulative amortisation and the amount that would be recognised as an impairment loss allowance as described in the accounting policies above.
Share capital
Incremental external costs directly attributable to the issue of new shares are deducted from equity net of related income taxes.
Dividends
Dividends on ordinary shares are recognised in equity in the period in which the right to receive payment is established.
Critical accounting policies and areas of significant management judgement
The preparation of the Group's Consolidated Financial Statements requires management to make estimates and judgements that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reporting period. Management evaluates its estimates and judgements on an ongoing basis. Management bases its estimates and judgements on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
The following estimates and judgements are considered important to the portrayal of the Group's financial results and financial condition.
(a) Impairment loss allowances for loans and advances
The Group estimates impairment losses for loans and advances to customers, Treasury asset portfolio securities and loans and advances to banks with the objective of maintaining balance sheet impairment loss allowances at the level believed by management to be sufficient to absorb actual losses ('observed impairment loss allowances') and inherent losses ('incurred but not yet observed impairment loss allowances') in the Group's loan portfolio from homogeneous portfolios of assets and individually identified loans in connection with loans and advances to banks and loans and advances to customers. The calculation of impairment loss allowances on impaired loans and advances is based on the likelihood of the asset being written off (or repossessed in the case of mortgage loans) and the estimated loss on such a write-off. These assessments are made using statistical techniques based on historic experience. These determinations are supplemented by various formulaic calculations and the application of management judgement to reflect the current economic outlook.
The Group considers accounting estimates related to impairment loss allowances for loans and advances 'critical accounting estimates' because: (i) they are highly susceptible to change from period to period as the assumptions about future default rates and valuation of potential losses relating to impaired loans and advances are based on recent performance experience, and (ii) any significant difference between the Group's estimated losses (as reflected in the impairment loss allowances) and actual losses would require the Group to take impairment loss allowances which, if significantly different, could have a material impact on its future income statement and its balance sheet. The Group's assumptions about estimated losses are based on past performance, past customer behaviour, the credit quality of recent underwritten business and general economic conditions, which are not necessarily an indication of future losses.
Impairment loss allowances for loans and advances, less amounts released and recoveries of amounts written off in previous years are charged to the line item 'Impairment losses on loans and advances' in the income statement. The impairment loss allowances are deducted from the 'Loans and advances to banks' and the 'Loans and advances to customers' line items on the balance sheet. If the Group believes that additions to the impairment loss allowances are required, then the Group records additional impairment losses, which would be treated as a charge in the line item 'Impairment losses on loans and advances' in the income statement. The Consolidated Financial Statements for the year ended 31 December 2010 include a net impairment loss charge (i.e. after recoveries) for loans and advances in connection with retail lending for an amount equal to £615m (2009: £711m), and corporate lending for an amount equal to £97m (2009: £36m).
In calculating the retail and corporate lending impairment loss allowances, principally within the Retail Banking and Corporate Banking segments, a range of outcomes was calculated based principally on management's conclusions regarding the current economic outlook relative to historic experience. Had management used different assumptions regarding the current economic outlook, a larger or smaller impairment loss allowance for loans and advances would have resulted that could have had a material impact on the Group's reported profit before tax in 2010.
Specifically, if management's conclusions as to the current economic outlook were different, but within the range of what management deemed to be reasonably possible economic outlooks, the impairment loss for loans and advances in the Retail Banking segment could have decreased in 2010 from an actual impairment loss of £615m (2009: £711m, 2008: £322m) by up to £110m (2009: £127m, 2008: £78m), with a potential corresponding increase in the Group's profit before tax in 2010 of up to 5% (2009: 8%, 2008: 7%), or increased by up to £54m (2009: £115m, 2008: £66m), with a potential corresponding decrease in the Group's profit before tax in 2010 of up to 3% (2009: 7%, 2008: 6%). The impairment loss for loans and advances in the Corporate Banking segment could have decreased in 2010 from an actual impairment loss of £97m (2009: £36m) by up to £27m (2009: £15m), with a potential corresponding increase in the Group's profit before tax in 2010 of up to 1% (2009: 1%), or increased by up to £23m (2009: £10m), with a potential corresponding decrease in the Group's profit before tax in 2010 of up to 1% (2009: 1%).
The actual impairment loss for retail lending of £615m (2009: £711m, 2008: £322m) and corporate lending of £97m (2009: £36m, 2008: £26m) in 2010 was based on what management estimated to be the most probable economic outlook within the range of reasonably possible assumptions.
The impairment loss for loans and receivables securities of £nil (2009: £69m, 2008: £nil) in 2010 was based on management's assessment of impairment of each individual asset based on data available at 31 December 2010. A detailed analysis of the loans and receivables securities is disclosed in the Risk Management Report - Impact of the Current Credit Environment on pages 124 to 134.
In 2009, the impairment loss for the loans and advances to the Group's conduit vehicles were £26m (2008: £nil). During 2010, the conduit structures were collapsed.
(b) Valuation of financial instruments
The Group considers that the accounting estimate related to the valuation of financial assets and financial liabilities including derivatives where quoted market prices are not available is a 'critical accounting estimate' because: (i) it is highly susceptible to change from period to period because it requires management to make assumptions about interest rates, volatility, exchange rates, the credit rating of the counterparty, valuation adjustments and specific features of the transactions; and (ii) the impact that recognising a change in the valuations would have on the assets reported on its balance sheet as well as its net profit/(loss) could be material.
Changes in the valuation of financial assets and financial liabilities including derivatives where quoted market prices are not available are included in the line item 'Net trading and other income' in the income statement and the 'Trading assets', 'Financial assets designated at fair value', 'Trading liabilities', 'Financial liabilities designated at fair value' and 'Derivative financial instruments' line items in the Group's balance sheet.
The Group trades in a wide variety of financial instruments in the major financial markets and therefore considers a range of interest rates, volatility, exchange rates, counterparty credit ratings, valuation adjustments and other similar inputs, all of which vary across maturity bands. These are chosen to best reflect the particular characteristics of each transaction. Had management used different assumptions regarding the interest rates, volatility, exchange rates, the credit rating of the counterparty, and valuation adjustments, a larger or smaller change in the valuation of financial assets and financial liabilities including derivatives where quoted market prices are not available would have resulted that could have had a material impact on the Group's reported profit before tax in 2010.
Detailed disclosures on financial instruments, including sensitivities, can be found in Note 50. Further information about sensitivities (including Value-at-Risk) to market risk arising from financial instrument trading activities can be found in the Risk Management Report on page 113.
(c) Goodwill impairment
The Group evaluates whether the carrying value of goodwill is impaired and performs impairment testing annually or more frequently if there are impairment indicators present. The carrying amount of goodwill was £1,894m at 31 December 2010 (2009: £1,263m). Details of the Group's approach to identifying and quantifying impairment of goodwill are set out in Note 25.
The Group considers accounting estimates related to goodwill impairment losses 'critical accounting estimates' because: (i) they are highly susceptible to change from period to period as the assumptions about the measurement of the estimated recoverable amount are based on management's estimates of future cash flows and growth rates of the cash-generating units and (ii) if the carrying amount of the cash generating unit is significantly higher than the estimated recoverable amount it would require the Group to take an impairment loss which could have a material impact on its income statement and its balance sheet. The Group's assumptions about estimated future cash flows and growth rates are based on management's view of future business prospects at the time of the assessment and are subject to a high degree of uncertainty.
Goodwill impairment losses are charged to the line item 'Impairment losses on goodwill' in the income statement. The accumulated impairment losses are deducted from the 'Intangible assets' line item on the balance sheet. If the Group believes that additions to the goodwill impairment losses are required, then the Group records additional impairment losses, which would be treated as a charge in the line item 'Impairment losses on goodwill' in the income statement. The Consolidated Financial Statements for the year ended 31 December 2010 included a goodwill impairment loss for an amount equal to £nil (2009: £nil, 2008: £nil).
In calculating the goodwill impairment losses for each of the Group's cash-generating units, a range of outcomes was calculated based principally on management's conclusions regarding the future cash flows and growth rates of the cash generating units. Had management used different assumptions regarding the estimates of the future cash flows and growth rates of the cash-generating units, a larger or smaller goodwill impairment loss would have resulted, that could have had a material impact on the Group's reported profit before tax in 2010.
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.
The actual goodwill impairment loss of £nil (2009: £nil, 2008: £nil) in 2010 was based on what management estimated to be the most probable future cash flows and growth rates within the range of reasonably possible assumptions.
(d) Provisions for other liabilities and charges
The Group estimates provisions for other liabilities and charges with the objective of maintaining provision levels believed by management to be sufficient to absorb the current estimated costs in respect of vacant property, restructuring, litigation and customer remediation relating to products sold. Vacant property costs are based on the estimated rent for the remainder of the expected lease period. Restructuring costs are estimated based on the number and roles of the employees affected. Litigation costs are based on the estimated number of claims that will be received, including the number of those that will be upheld, and the estimated settlement per case. Customer remediation costs are based on the estimated number of claims that will be received, of those, the number that will be upheld, and the estimated average settlement per case.
The Group considers the overall quantum of accounting estimates related to provisions for other liabilities and charges taken together to be 'critical accounting estimates' because: (i) they are highly susceptible to change from period to period, and (ii) any significant difference between the Group's estimated costs as reflected in the provisions and actual costs would require the Group to take provisions which, if significantly different, could have a material impact on its future income statement and its balance sheet.
Provisions for other liabilities and charges are charged to the line item 'Provisions for other liabilities and charges' in the income statement and included in the 'Provisions' line item on the balance sheet. If the Group believes that additions to the provisions for other liabilities and charges are required, then the Group records additional provisions, which would be treated as a charge in the line item 'Provisions for other liabilities and charges' in the income statement.
The Consolidated Financial Statements for the year ended 31 December 2010 include a provision charge for other liabilities and charges for an amount equal to £129m (2009: £56m, 2008: £17m). The balance sheet provision amounted to £185m (2009: £91m, 2008: £207m).
In calculating the provisions for other liabilities and charges, management's best estimate was calculated based on conclusions regarding the factors described above. Had management used different assumptions regarding these factors, larger or smaller provisions for other liabilities and charges would have resulted that could have had a material impact on the Group's reported profit before tax in 2010.
Specifically, if management's conclusions as to the factors were different, but within the range of what management deemed to be reasonably possible, the provision charge for other liabilities and charges could have decreased in 2010 by up to £40m (2009: £7m, 2008: £8m), with a potential corresponding increase in the Group's profit before tax in 2010 of up to 2% (2009: 0.4%, 2008: 1%), or increased by up to £48m (2009: £8m, 2008: £9m), with a potential corresponding decrease in the Group's profit before tax in 2010 of up to 2% (2009: 0.5%, 2008: 1%). The actual charge in 2010 was based on what management estimated to be the most probable outcome within the range of reasonably possible outcomes.
(e) Pensions
The Group operates a number of defined benefit pension schemes as described in Note 37. The assets of the schemes are measured at their fair values at the balance sheet date. The liabilities of the schemes are estimated by projecting forward the growth in current accrued pension benefits to reflect inflation and salary growth to the date of pension payment, discounted to present value using the interest rate applicable to high-quality AA rated corporate bonds of the same currency and term as the scheme liabilities. Any surplus or deficit of scheme assets over liabilities is recognised in the balance sheet as an asset (surplus) or liability (deficit). An asset is only recognised to the extent that the surplus can be recovered through reduced contributions in the future or through refunds from the scheme. In determining the value of scheme liabilities, assumptions are made by management as to mortality, price inflation, discount rates, pensions increases, and earnings growth. Financial assumptions are based on market conditions at the balance sheet date and can generally be derived objectively. Demographic assumptions require a greater degree of estimation and judgement to be applied to externally derived data.
The Group considers accounting estimates related to pension obligations 'critical accounting estimates' because: (i) they are highly susceptible to change from period to period, and (ii) any significant difference between the Group's estimates of the scheme liabilities and actual liabilities could significantly alter the amount of the surplus or deficit recognised in the balance sheet and the pension cost charged to the income statement. The Group's assumptions principally about mortality, but also about price inflation, discount rates, pensions increases, and earnings growth are based on past experience and current economic trends, which are not necessarily an indication of future experience. Pension costs are charged to the line item 'Administration expenses', with the interest cost on liabilities and the expected return on scheme assets included within 'Net trading and other income' in the income statement. The pension obligations are included in the Retirement benefit obligations line item in the balance sheet. If the Group believes that increases to the pensions cost are required, then the Group records additional costs that would be treated as a charge in the line item Administration expenses in the income statement.
The Consolidated Financial Statements for the year ended 31 December 2010 include current year defined benefit service cost of £35m and a pension scheme deficit of £160m. The current year service cost of £35m (2009: £44m, 2008: £55m) decreased, reflecting reductions in active scheme membership, reduction in rates of accrual benefit, salary reviews, changes in pension increases, changes in mortality assumptions, changes in price inflation assumptions and changes in discount rate. The current year pension scheme deficit was £160m (2009: £1,060m, 2008: £803m).
In calculating the current year service cost and deficit, a range of outcomes was calculated based principally on management's estimates regarding mortality, price inflation, discount rates, pensions increases, and earnings growth. Had management used different assumptions principally regarding mortality, but also price inflation, discount rate, pensions increases, and earnings growth, a larger or smaller charge for pension costs would have resulted that could have had a material impact on the Group's reported profit before tax in 2010.
Detailed disclosures on the current year service cost and deficit including sensitivities, and the date of the last formal actuarial valuations of the assets and liabilities of the schemes can be found in Note 37.
(f) Deferred tax
The Group recognises deferred tax assets with respect to tax losses carried forward to the extent that it is probable that future taxable profits will be available against which the unused tax losses and unused tax credits can be utilised. At 31 December 2010 and 2009 the Group has recognised such deferred tax assets in full. As at 31 December 2010 this amounted to £246m (2009: £297m, 2008: £368m). The value of the deferred tax asset is based on management's best estimate of future taxable profits that are expected to arise.
As at 31 December 2009 and 2008, the Group considered accounting estimates in respect of £297m and £368m, respectively, of the deferred tax assets relating to the former Alliance & Leicester group 'critical accounting estimates' because: (i) they were highly susceptible to change from period to period as the recoverability of those deferred tax assets represented forward-looking estimates which were dependent upon the impact of the scheme allowed by Part VII of the Financial Services and Markets Act 2000 under which the Company transferred Alliance & Leicester plc's business into Santander UK plc in May 2010, and (ii) any significant shortfall between the Group's estimated taxable profits and actual taxable profits could require the Group to take charges which, if significant, could have a material impact on its future income statement and its balance sheet.
At 31 December 2009 and 2008, it was management's view that the recoverable value of the deferred tax asset would be unaffected by the scheme. This position was confirmed by UK HM Revenue & Customs in 2010. As a result, accounting estimates in respect of deferred tax assets are no longer considered critical accounting estimates.
Changes to the value of deferred tax assets are charged to the line item 'Taxation charge' in the income statement. Changes in deferred tax assets are deducted from the 'Deferred tax assets' line item on the balance sheet. Under current UK tax legislation, the tax losses in respect of which deferred tax assets have been recognised do not expire.
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; |
> | Global Banking & Markets; and |
> | Group Infrastructure. |
In 2010, the results of the businesses that previously comprised the Private Banking operating segment ceased being reported separately to the Board (the Group's chief operating decision maker). The results of the James Hay business that was sold in March 2010 were reclassified from Private Banking to Group Infrastructure, and the results of the remaining businesses in Private Banking were reported as part of Retail Banking.
In addition, a new transfer pricing mechanism was implemented in 2009 to calculate the profitability of customer assets and deposits in each business segment to reflect the market environment and rates at that point. The changes applied a higher funding cost/return to new customer assets/deposits respectively, taking into consideration both customer type and term.
In the second half of 2010, a further refinement of these adjustments was made to reflect the persistently low interest rates, higher cost of new term funding and the increased cost of higher regulatory liquidity balances. These changes have been applied to all periods, but had a more material impact in 2009 and 2010. The impact was to improve income reported in Group Infrastructure, offset by reduced income in Retail Banking and Corporate Banking. The positive earnings reported in Group Infrastructure include the benefit of higher historic medium-term interest rates being earned on capital. This was previously reported in Retail Banking and Corporate Banking. The positive earnings reported in Group Infrastructure also include the impact of the application of marginal medium-term funding rates to new business and an increasing proportion of the back book to the extent that there has been customer repricing activity by the business. In addition, the cost allocations process has been further refined to recharge more costs previously held centrally from Group Infrastructure to the other business segments.
Further, the management of services to small and medium-sized companies was refined to ensure that companies with revenues of less than £1m were principally managed within Retail Banking, Corporate Banking principally manages companies with revenues of between £1m and £25m, and large multinationals and financial institutions were managed within Global Banking & 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 and internet channels. It also offers private banking and other specialist banking services in the UK, and offshore banking.
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> | Corporate Banking provides a range of banking services principally to small and medium-sized ('SME') UK companies (with revenues between £1m and £25m) through its network of 25 Corporate Business Centres and specialist businesses. A broad range of banking products is offered including loans, bank accounts, deposits, treasury services, asset finance, cash transmission, trade finance and invoice discounting. The specialist businesses within Corporate Banking service customers in various business sectors including Real Estate, Social Housing and Infrastructure. Corporate Banking is also responsible for managing certain non-core portfolios, including aviation and shipping.
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> | Global Banking & Markets is a financial markets business focused on providing value added financial services to large corporates not serviced by Corporate Banking (being, in general, large multinationals) and financial institutions, as well as to the rest of Santander UK's business (including the Retail Banking and Corporate Banking divisions). It is structured into five main product areas: Rates, Foreign exchange and money markets, Equity, Credit and Transaction Banking. In addition, large and complex clients are covered by teams organised along industry lines. Rates covers sales and trading activity for fixed income products. Foreign exchange offers a range of foreign exchange products and money markets runs securities lending/borrowing and repo businesses. Equity covers equity derivatives, property derivatives and commodities. Equity derivatives activities include the manufacture of structured products sold to retail and corporate customers of both the Group and of other financial institutions who sell them on to their customers. Credit originates loan and bond transactions in primary markets as well as their intermediation in secondary markets. Transaction Banking provides lending and cash management services, including deposit taking and trade finance.
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> | Group Infrastructure consists of Asset and Liability Management ('ALM'), which is also responsible for Group capital and funding, and the Treasury asset portfolio that is being run down. ALM is responsible for managing the Group's structural balance sheet composition and strategic and tactical liquidity risk management. This includes short-term, medium-term, covered bond and securitisation funding programmes. ALM's responsibilities also include management of Santander UK's banking products and structural exposure to interest rates. |
The Company's board of directors (the 'Board') has been determined to be the chief operating decision maker for the Group. The segment information below is presented on the basis used by the Board to evaluate performance. 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:
> | Alliance & Leicester pre-acquisition trading basis results - Following the transfer of Alliance & Leicester plc to the Company in January 2009, the statutory results for the years ended 31 December 2010 and 2009 include the consolidated results of the Alliance & Leicester business, whereas the statutory results for the year ended 31 December 2008 do not. In order to enhance the comparability of the results for the three periods, management reviews the 2008 results including the pre-acquisition results of the Alliance & Leicester business for that period.
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> | Reorganisation and other costs - These comprise implementation costs in relation to strategic change and cost reduction projects, including integration-related expenses, certain impairment losses taken centrally, as well as costs in respect of customer remediation. Management needs to understand the underlying drivers of the cost base that will remain after these exercises are complete, and does not want this view to be clouded by these costs, which are managed independently.
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> | 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.
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> | 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 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. In 2008, the profit on the sale of the Porterbrook business was excluded from the trading results.
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> | 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.
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> | 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.
2010 | Retail Banking £m | Corporate Banking £m | Global Banking & Markets £m | Group Infra- structure £m | Total £m | Adjustments £m |
Group Total £m |
Net interest income | 3,237 | 212 | 6 | 302 | 3,757 | 57 | 3,814 |
Non-interest income/(expenses) | 627 | 129 | 412 | (55) | 1,113 | 107 | 1,220 |
Total trading income | 3,864 | 341 | 418 | 247 | 4,870 | 164 | 5,034 |
Administration expenses | (1,481) | (144) | (128) | (48) | (1,801) | 8 | (1,793) |
Depreciation & amortisation | (168) | (7) | (2) | - | (177) | (98) | (275) |
Total trading expenses | (1,649) | (151) | (130) | (48) | (1,978) | (90) | (2,068) |
Impairment losses on loans and advances | (615) | (97) | - | (40) | (752) | 40 | (712) |
Provisions for other liabilities and charges | 1 | - | - | - | 1 | (130) | (129) |
Trading profit before tax | 1,601 | 93 | 288 | 159 | 2,141 | (16) | 2,125 |
Adjust for: | |||||||
- Reorganisation 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 | (99) | (21) | - | 120 | - | ||
Profit before tax | 1,316 | 72 | 288 | 449 | 2,125 | ||
Revenue from external customers | 5,348 | 557 | 427 | (1,462) | 4,870 | ||
Inter-segment revenue | (1,484) | (216) | (9) | 1,709 | - | ||
Total trading income | 3,864 | 341 | 418 | 247 | 4,870 | ||
Customer assets | 177,779 | 22,463 | 1,848 | - | 202,090 | ||
Total assets(1) | 183,020 | 22,242 | 50,015 | 47,583 | 302,860 | ||
Customer deposits | 131,919 | 16,437 | 5,142 | - | 153,498 | ||
Total liabilities | 136,975 | 17,493 | 51,868 | 84,250 | 290,586 | ||
Average number of staff | 17,838 | 622 | 252 | 242 | 18,954 |
(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 and amortisation £m | Impairment losses on loans and advances £m | Provisions for other liabilities and charges £m | Profit before tax £m |
Reorganisation and other costs | - | - | 8 | (33) | 40 | (130) | (115) |
Depreciation on operating lease assets | - | 65 | - | (65) | - | - | - |
Profit on part sale and revaluation of subs | - | 126 | - | - | - | - | 126 |
Hedging and other variances | 57 | (84) | - | - | - | - | (27) |
57 | 107 | 8 | (98) | 40 | (130) | (16) |
2009 | Retail Banking £m | Corporate Banking £m | Global Banking & Markets £m | Group Infra- structure £m | Total £m | Adjustments £m |
Group Total £m |
Net interest income | 2,886 | 212 | 7 | 236 | 3,341 | 71 | 3,412 |
Non-interest income | 720 | 128 | 382 | 87 | 1,317 | (33) | 1,284 |
Total trading income | 3,606 | 340 | 389 | 323 | 4,658 | 38 | 4,696 |
Administration expenses | (1,477) | (168) | (101) | (46) | (1,792) | (56) | (1,848) |
Depreciation & amortisation | (136) | (13) | (3) | - | (152) | (108) | (260) |
Total trading expenses | (1,613) | (181) | (104) | (46) | (1,944) | (164) | (2,108) |
Impairment losses on loans and advances | (714) | (31) | - | (57) | (802) | (40) | (842) |
Provisions for other liabilities and charges | - | - | - | - | - | (56) | (56) |
Trading profit before tax | 1,279 | 128 | 285 | 220 | 1,912 | (222) | 1,690 |
Adjust for: | |||||||
- Reorganisation and other costs | (146) | - | - | (40) | (186) | ||
- Hedging and other variances | (17) | - | - | (19) | (36) | ||
- Capital and other charges | (60) | (30) | - | 90 | - | ||
Profit before tax | 1,056 | 98 | 285 | 251 | 1,690 | ||
Revenue from external customers | 5,590 | 610 | 389 | (1,931) | 4,658 | ||
Inter-segment revenue | (1,984) | (270) | - | 2,254 | - | ||
Total trading income | 3,606 | 340 | 389 | 323 | 4,658 | ||
Customer assets | 167,747 | 21,198 | 1,122 | - | 190,067 | ||
Total assets(1) | 172,045 | 21,135 | 44,782 | 47,329 | 285,291 | ||
Customer deposits | 125,091 | 14,442 | 4,357 | - | 143,890 | ||
Total liabilities | 128,747 | 14,825 | 43,719 | 90,778 | 278,069 | ||
Average number of staff | 19,646 | 539 | 243 | 293 | 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 and amortisation £m | Impairment losses on loans and advances £m | Provisions for other liabilities and charges £m | Profit before tax £m |
Reorganisation and other costs | - | - | (56) | (34) | (40) | (56) | (186) |
Depreciation on operating lease assets | - | 74 | - | (74) | - | - | - |
Hedging and other variances | 71 | (107) | - | - | - | - | (36) |
71 | (33) | (56) | (108) | (40) | (56) | (222) |
Included within the Group Total above are the following statutory results from the Alliance & Leicester business which was included on a statutory basis for the first year in 2009 following its acquisition in 2008:
Alliance & Leicester statutory basis results for the year ended 31 December 2009
| Retail Banking £m | Corporate Banking £m | Global Banking & Markets £m | Group Infrastructure £m | Total £m |
Net interest income | 690 | 88 | 6 | 56 | 840 |
Non-interest income | 174 | 161 | 1 | 77 | 413 |
Total operating income | 864 | 249 | 7 | 133 | 1,253 |
Administration expenses | (373) | (128) | - | - | (501) |
Depreciation and amortisation | (35) | (87) | - | - | (122) |
Total operating expenses excluding provisions and charges | (408) | (215) | - | - | (623) |
Impairment losses on loans and advances | (94) | (4) | - | (97) | (195) |
Total operating provisions and charges | (94) | (4) | - | (97) | (195) |
Profit before tax | 362 | 30 | 7 | 36 | 435 |
2008 | Retail Banking £m | Corporate Banking £m | Global Banking & Markets £m | Group Infra- structure £m | Total £m | Adjustments £m | Group Total £m |
Net interest income | 2,253 | 149 | 11 | (24) | 2,389 | (617) | 1,772 |
Non-interest income | 848 | 240 | 327 | 90 | 1,505 | (273) | 1,232 |
Total trading income | 3,101 | 389 | 338 | 66 | 3,894 | (890) | 3,004 |
Administration expenses | (1,463) | (219) | (104) | (43) | (1,829) | 486 | (1,343) |
Depreciation & amortisation | (88) | (20) | (3) | - | (111) | (91) | (202) |
Total trading expenses | (1,551) | (239) | (107) | (43) | (1,940) | 395 | (1,545) |
Impairment losses on loans and advances | (442) | (44) | - | (3) | (489) | 141 | (348) |
Provisions for other liabilities and charges | - | - | - | - | - | (17) | (17) |
Trading profit before tax | 1,108 | 106 | 231 | 20 | 1,465 | (371) | 1,094 |
Adjust for: | |||||||
- A&L pre-acquisition trading basis results | (254) | (2) | (10) | 102 | (164) | ||
- Reorganisation and other costs | (121) | - | - | (42) | (163) | ||
- Profit on part sale and revaluation of subs | - | - | - | 40 | 40 | ||
- Hedging and other variances | (8) | - | - | (76) | (84) | ||
- Capital and other charges | (67) | (14) | - | 81 | - | ||
Profit before tax | 658 | 90 | 221 | 125 | 1,094 | ||
Revenue from external customers | 5,419 | 772 | 380 | (2,677) | 3,894 | ||
Inter-segment revenue | (2,318) | (383) | (42) | 2,743 | - | ||
Total trading income | 3,101 | 389 | 338 | 66 | 3,894 | ||
Customer assets | 161,870 | 20,575 | 900 | - | 183,345 | ||
Total assets(1) | 164,917 | 20,537 | 44,488 | 67,368 | 297,310 | ||
Customer deposits | 119,483 | 7,131 | 2,372 | - | 128,986 | ||
Total liabilities | 123,110 | 7,152 | 34,632 | 125,719 | 290,613 | ||
Average number of staff | 14,414 | 175 | 300 | 190 | 15,079 |
(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:
2008 | Net interest income £m | Non- interest income £m | Administration expenses £m | Depreciation and amortisation £m | Impairment losses on loans and advances £m | Provisions for other liabilities and charges £m | Profit before tax £m |
A&L pre-acquisition trading basis results | (617) | (330) | 552 | 48 | 183 | - | (164) |
Reorganisation and other costs | - | (16) | (66) | (22) | (42) | (17) | (163) |
Depreciation on operating lease assets | - | 117 | - | (117) | - | - | - |
Profit on part sale and revaluation of subs | - | 40 | - | - | - | - | 40 |
Hedging and other variances | - | (84) | - | - | - | - | (84) |
(617) | (273) | 486 | (91) | 141 | (17) | (371) |
The comparative trading basis segmental results analyses above for the year ended 31 December 2008 include the pre-acquisition trading basis results for the Alliance & Leicester group for the reasons described in the section entitled 'Alliance & Leicester pre-acquisition trading basis results' on the previous pages.
The Alliance & Leicester group was not part of the Group at that time, and the inclusion of these pre-acquisition trading basis results in the 2008 comparatives in the internal segmental information reviewed by the Board is intended only to enhance the comparability of the trading basis results for 2009 and 2008. These pre-acquisition trading basis results do not form part of the statutory results of the Group for the year ended 31 December 2008. The inclusion of these results in the internal segmental information reviewed by the Board is not intended to imply that the Alliance & Leicester group was part of the Group at that time, and should not be interpreted as attempting to do so.
Details of the pre-acquisition financial information included above, by segment, are as follows:
Alliance & Leicester group full year trading basis results for the year ended 31 December 2008
| Retail Banking £m | Corporate Banking £m | Global Banking & Markets £m | Group Infra- structure £m | Total £m |
Net interest income | 580 | 138 | 9 | (110) | 617 |
Non-interest income | 213 | 108 | 1 | 8 | 330 |
Total trading income | 793 | 246 | 10 | (102) | 947 |
Administration expenses | (378) | (174) | - | - | (552) |
Depreciation and amortisation | (28) | (20) | - | - | (48) |
Total operating expenses excluding provisions and charges | (406) | (194) | - | - | (600) |
Impairment losses on loans and advances | (133) | (50) | - | - | (183) |
Total operating provisions and charges | (133) | (50) | - | - | (183) |
Trading profit/(loss) before tax | 254 | 2 | 10 | (102) | 164 |
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 | |||
2010 £m | 2009 £m | 2008 £m | |
United Kingdom | 4,989 | 4,625 | 2,974 |
Other | 45 | 71 | 30 |
5,032 | 4,696 | 3,004 |
A geographical analysis of total assets other than financial instruments and current and deferred tax assets is presented below:
2010 £m | 2009 £m | |
United Kingdom | 3,954 | 2,842 |
Other | 6 | 4 |
3,960 | 2,846 |
3. Net interest income
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Interest and similar income: | |||
Loans and advances to banks | 154 | 155 | 448 |
Loans and advances to customers | 6,799 | 6,823 | 7,394 |
Other interest-earning financial assets | 94 | 340 | 73 |
Total interest and similar income | 7,047 | 7,318 | 7,915 |
Interest expense and similar charges: | |||
Deposits by banks | (87) | (366) | (258) |
Deposits by customers | (2,424) | (2,256) | (3,155) |
Subordinated debt | (276) | (281) | (351) |
Debt securities in issue | (360) | (905) | (2,345) |
Other interest-bearing financial liabilities | (86) | (98) | (34) |
Total interest expense and similar charges | (3,233) | (3,906) | (6,143) |
Net interest income | 3,814 | 3,412 | 1,772 |
4. Net fee and commission income
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Fee and commission income: | |||
Retail products | 662 | 674 | 461 |
Insurance products | 134 | 158 | 155 |
Asset management | 106 | 154 | 152 |
Total fee and commission income | 902 | 986 | 768 |
Fee and commission expense: | |||
Other fees paid | (203) | (162) | (97) |
Total fee and commission expense | (203) | (162) | (97) |
Net fee and commission income | 699 | 824 | 671 |
5. Net trading and other income
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Net trading and funding of other items by the trading book | 391 | 187 | 54 |
Income from operating lease assets | 84 | 95 | 223 |
Income on assets designated at fair value through profit or loss | 245 | 95 | 916 |
Expense on liabilities designated at fair value through profit or loss | (111) | (117) | (435) |
(Losses)/gains on derivatives managed with assets/liabilities held at fair value through profit or loss | (154) | 230 | (396) |
Share of profit from associate | 25 | 5 | (2) |
Profit/(loss) on sale of available-for-sale assets | - | - | - |
Profit on revaluation of associate (See Note 49) | 87 | - | - |
Profit on sale of subsidiary undertakings | 39 | - | 40 |
Loss on sale of fixed assets | (2) | - | (17) |
Hedge ineffectiveness and other | (83) | (35) | 178 |
521 | 460 | 561 |
6. Administration expenses
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Staff costs: | |||
Wages and salaries | 641 | 697 | 545 |
Social security costs | 65 | 71 | 45 |
Pensions costs: - defined contribution plans | 42 | 20 | 8 |
- defined benefit plans | 25 | 55 | 47 |
Other personnel costs | 62 | 62 | 50 |
835 | 905 | 695 | |
Property, plant and equipment expenses | 214 | 227 | 182 |
Information technology expenses | 337 | 311 | 201 |
Other administration expenses | 407 | 405 | 265 |
1,793 | 1,848 | 1,343 |
Included in other personnel costs is £8m (2009: £5m, 2008: £7m) which arose from equity-settled share-based payments, none of which related to option-based schemes and £8m (2009: £5m, 2008: release of £28m) which arose from cash-settled share-based payments.
Bank levy
In his 22 June 2010 budget statement, the Chancellor announced that the UK Government will introduce an annual bank levy. The Finance Bill 2011 contains details of how the levy will be calculated and collected. The levy will be collected through the existing quarterly Corporation Tax collection mechanism starting with payment dates on or after the date the Finance Bill 2011 receives Royal Assent.
The levy will be based upon the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. 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 will also be 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 UK Financial Services Authority definition); and repo liabilities secured against sovereign and supranational debt.
The levy will be set at a rate of 0.075% from 2011. Three different rates apply during 2011, these average to 0.075%. Certain liabilities will be 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 will not be charged on the first £20bn of chargeable liabilities.
If the levy had been applied to the balance sheet at 31 December 2010, the cost of the levy to the Group would be in the region of £60m to £100m in 2011.
7. Depreciation and amortisation
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Depreciation of property, plant and equipment | 220 | 238 | 195 |
Amortisation of intangible fixed assets | 55 | 22 | 7 |
275 | 260 | 202 |
8. Audit and other services
The fees for audit and other services payable to the Company's auditors, Deloitte LLP, are analysed as follows:
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Audit fees: | |||
- Fees payable to the Company's auditor for the audit of the Group's annual accounts | 1.7 | 1.9 | 1.6 |
- Fees payable to the Company's auditor and its associates for the audit of the Company's subsidiaries pursuant to legislation | 1.7 | 2.3 | 1.6 |
Total audit fees | 3.4 | 4.2 | 3.2 |
Non-audit fees: | |||
Other assurance services | |||
- Other services pursuant to legislation | 0.5 | 1.2 | 0.7 |
- Tax compliance services | - | - | - |
- Other assurance | 0.9 | 0.4 | 0.8 |
Total other assurance services | 1.4 | 1.6 | 1.5 |
Other services | |||
- Tax services | 1.1 | 0.7 | 0.4 |
- Other services | 0.1 | - | - |
Total other services | 1.2 | 0.7 | 0.4 |
Total non-audit fees | 2.6 | 2.3 | 1.9 |
Other services pursuant to legislation relate to services carried out by the auditors in relation to statutory and regulatory filings of the Company and its associates. Of this category, £0.5m (2009: £1.0m, 2008: £0.6m) accords with the definition of 'Audit fees' per US Securities and Exchange Commission guidance. The remaining nil (2009: £0.2m, 2008: £0.1m) 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 US Securities and Exchange Commission guidance.
No information technology, internal audit, valuation and actuarial, litigation, recruitment and remuneration or corporate finance services were provided by the external auditors during these years.
A framework for ensuring auditors' 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 Audit and Risk Committee. All services provided by the Group's external auditors are subject to approval by the Audit and Risk Committee.
9. Impairment losses and provisions
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Impairment losses on loans and advances: | |||
- loans and advances to customers (Note 17) | 746 | 828 | 394 |
- loans and advances to banks (Note 16) | - | - | - |
- loans and receivables securities (Note 22) | - | 69 | - |
Recoveries of loans and advances (Note 17) | (34) | (55) | (46) |
712 | 842 | 348 | |
Impairment losses on available-for-sale financial assets (Note 21) | - | - | - |
- | - | - | |
Provisions for other liabilities and charges: (Note 36) | |||
- New and increased allowances | 131 | 59 | 58 |
- Provisions released | (2) | (3) | (41) |
129 | 56 | 17 | |
Total impairment losses and provisions charged to the income statement | 841 | 898 | 365 |
10. Taxation charge
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Current tax: | |||
UK corporation tax on profit of the year | 185 | 124 | 218 |
Adjustments in respect of prior years | (33) | (117) | (65) |
Total current tax | 152 | 7 | 153 |
Deferred tax: | |||
Origination and reversal of temporary differences | 377 | 388 | 95 |
Change in rate of UK corporation tax | 11 | - | - |
Adjustments in respect of prior years | 2 | 50 | 27 |
Total deferred tax | 390 | 438 | 122 |
Tax on profit for the year | 542 | 445 | 275 |
UK corporation tax is calculated at 28% (2009: 28%, 2008: 28.5%) of the estimated assessable profits for the year. The standard rate of UK corporation tax was reduced from 30% to 28% with effect from 1 April 2008. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
The Finance (No 2) Act 2010, which provides for a reduction in the main rate of UK corporation tax from 28% to 27% effective from 1 April 2011, was enacted on 27 July 2010. The effect of the rate reduction was to increase the corporation tax expense by £11m 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 24% by 1 April 2014.
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 | |||
2010 £m | 2009 £m | 2008 £m | |
Profit before tax | 2,125 | 1,690 | 1,094 |
Tax calculated at a tax rate of 28% (2009: 28%, 2008: 28.5%) | 595 | 473 | 310 |
Non taxable gain on sale of subsidiary undertakings | (11) | (5) | (11) |
Non deductible preference dividends paid | 8 | 8 | 8 |
Non taxable gain on revaluation of investment in Santander Consumer (UK) plc | (24) | - | - |
Effect of non-allowable impairment losses, provisions and other non-equalised items | - | 51 | 19 |
Non-taxable dividend income | - | (4) | (5) |
Effect of non-UK profits and losses | (6) | (8) | (8) |
Utilisation of capital losses for which credit not previously recognised | - | (3) | - |
Effect of change in tax rate on deferred tax provision | 11 | - | - |
Adjustment to prior year provisions | (31) | (67) | (38) |
Tax expense | 542 | 445 | 275 |
The effective tax rate for 2010, based on profit before tax, was 25.5% (2009: 26.3%, 2008: 25.1%). The effective tax rate differed from the UK corporation tax rate of 28% (2009: 28%, 2008: 28.5%) principally because of the non-taxable profit of £87m 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, adjustment to prior year provisions, non-taxable gains on sales of subsidiary undertakings, and the reduction in deferred tax asset as a result of the change in the tax rate.
In addition to the corporation tax expense charged to profit or loss, tax of £(8)m (2009: £172m, 2008: £8m) has been (charged)/credited in other comprehensive income in the year, as follows:
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) |
2008 | Group | ||
Before tax amount £m | Total tax £m | After tax amount £m | |
Actuarial losses on retirement benefit obligations | (44) | 11 | (33) |
Movements in available-for-sale financial assets: | |||
- Gains due to changes in fair value | 8 | (3) | 5 |
- Gains transferred to profit or loss on sale | - | - | - |
Exchange differences on translation of foreign operations | 28 | - | 28 |
Other comprehensive income | (8) | 8 | - |
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 £1,391m (2009: £747m, 2008: £1,328m). 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 | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Cash in hand | 933 | 710 | 927 | 308 |
Balances with central banks | 25,569 | 3,453 | 20,481 | 2,958 |
26,502 | 4,163 | 21,408 | 3,266 |
For regulatory purposes, certain minimum cash balances are required to be maintained with the Bank of England. At 31 December 2010, these amounted to £198m (2009: £184m) for the Group and £185m (2009: £138m) 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 118 and 119 of the "Risk Management" section of the "Business and Financial Review".
13. Trading assets
Group | |||
| 2010 £m | 2009 £m | |
Loans and advances to banks - securities purchased under resale agreements | 5,775 | 4,320 | |
- other | 2,506 | 2,471 | |
Loans and advances to customers - securities purchased under resale agreements | 8,652 | 8,827 | |
- other | 7 | 262 | |
Debt securities | 17,821 | 15,932 | |
Equity securities | 700 | 1,478 | |
35,461 | 33,290 | ||
Debt securities can be analysed by type of issuer as follows:
Group | |||
| 2010 £m | 2009 £m | |
Issued by public bodies: | |||
- Government securities | 6,630 | 2,869 | |
Issued by other issuers: | |||
- Bank and building society certificates of deposit: Government guaranteed | - | 205 | |
- Bank and building society certificates of deposit: Other | 290 | 1,730 | |
- Floating rate notes: Government guaranteed | 10,586 | 8,090 | |
- Floating rate notes: Other | 315 | 3,038 | |
17,821 | 15,932 | ||
Debt securities and equity securities can be analysed by listing status as follows:
Group | ||
| 2010 £m | 2009 £m |
Debt securities: | ||
- Listed in the UK | 13,322 | 12,803 |
- Listed elsewhere | 4,499 | 3,129 |
17,821 | 15,932 | |
Equity securities: | ||
- Listed in the UK | 698 | 1,183 |
- Listed elsewhere | 2 | 295 |
700 | 1,478 |
The Company has no trading assets (2009: nil).
14. Derivative financial instruments
Derivatives are financial instruments whose prices are derived from the price of underlying items which may include interest rates, foreign exchange, equities, bonds, market indices, credit spreads, commodities or a combination of several underlying items.
All derivatives are required to be held at fair value through profit or loss. A description of how the fair values of derivatives are derived is set out in Note 50. Derivatives are held for trading or for risk management purposes. Derivatives are classified as held for trading unless they are designated as being in a hedge relationship. The Group chooses to designate certain derivatives as in a hedging relationship if they meet specific criteria.
Derivatives held for trading purposes
Global Banking & Markets is the only area of the Group actively trading derivative products and is additionally responsible for implementing Group derivative hedging with the external market. 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. |
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 equity index options.
Derivatives held for risk management purposes
The main derivatives are interest rate and cross-currency swaps, which are used to hedge the Group's exposure to interest rates and exchange rates. These risks are inherent in non-trading assets, liabilities and positions, including fixed-rate lending and structured savings products within the relevant operations throughout the Group, including medium-term note issues, capital issues and fixed-rate asset purchases. The derivatives table in the Group Infrastructure section within the Market Risk discussion of the Risk Management Report summarises activities undertaken by the Group, the related risks associated with such activities and the types of derivative used in managing such risks. 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 held both for trading and hedging purposes are set out in the following tables. The tables below show the contract or underlying principal amounts, 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.
Derivatives classified as held for trading or held for risk management purposes that have not been designated as in a hedging relationship (also known as economic hedges) are classified as derivatives held for trading in the table below. Derivatives that have been designated as in a hedging relationship are classified as derivatives held for hedging below.
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 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 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 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 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 |
(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 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 |
2009 | Group | ||
Derivatives held for trading | Contract/notional amount £m | Fair value assets £m | Fair value liabilities £m |
Exchange rate contracts: | |||
- Cross-currency swaps | 113,036 | 3,101 | 409 |
- Foreign exchange swaps and forwards | 22,496 | 164 | 112 |
135,532 | 3,265 | 521 | |
Interest rate contracts: | |||
- Interest rate swaps | 554,709 | 14,905 | 11,393 |
- Caps, floors and swaptions(1) | 80,075 | 1,767 | 2,570 |
- Futures | 89,379 | 4 | - |
- Forward rate agreements | 77,170 | 56 | 61 |
801,333 | 16,732 | 14,024 | |
Equity and credit contracts: | |||
- Equity index and similar products | 46,238 | 881 | 1,311 |
- Equity index options | 30,160 | 563 | 871 |
- Credit default swaps and similar products | 3,737 | 31 | 48 |
80,135 | 1,475 | 2,230 | |
Total derivative assets and liabilities held for trading | 1,017,000 | 21,472 | 16,775 |
2009 | Group | ||
Derivatives held for fair value hedging | Contract/notional amount £m | Fair value assets £m | Fair value liabilities £m |
Exchange rate contracts: | |||
- Cross-currency swaps | 6,515 | 860 | - |
Interest rate contracts: | |||
- Interest rate swaps | 45,093 | 495 | 2,188 |
Equity and credit contracts: | |||
- Equity index and similar products | - | - | - |
Total derivative assets and liabilities held for fair value hedging | 51,608 | 1,355 | 2,188 |
Total recognised derivative assets and liabilities | 1,068,608 | 22,827 | 18,963 |
2009 | Company | ||
Derivatives held for trading | Contract/notional amount £m | Fair value assets £m | Fair value liabilities £m |
Exchange rate contracts: | |||
- Cross-currency swaps | 19,983 | 123 | 2,810 |
Interest rate contracts: | |||
- Interest rate swaps | 57,029 | 1,093 | 1 |
- Caps, floors and swaptions(1) | 146 | 2 | - |
57,175 | 1,095 | 1 | |
Equity and credit contracts: | |||
- Equity index and similar products | 273 | 38 | 190 |
Total derivative assets and liabilities held for trading | 77,431 | 1,256 | 3,001 |
2009 | Company | ||
Derivatives held for fair value hedging | Contract/notional amount £m | Fair value assets £m | Fair value liabilities £m |
Exchange rate contracts: | |||
- Cross-currency swaps | 1,846 | 796 | - |
Interest rate contracts: | |||
- Interest rate swaps | 4,797 | 487 | 352 |
Total derivative assets and liabilities held for fair value hedging | 6,643 | 1,283 | 352 |
Total recognised derivative assets and liabilities | 84,074 | 2,539 | 3,353 |
(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.
Net gains or losses arising from fair value hedges included in net trading and other income
Group | |||
2010 £m | 2009 £m | 2008 £m | |
Net (losses)/gains: | |||
- on hedging instruments | (13) | 647 | 39 |
- on hedged items attributable to hedged risks | 38 | (579) | 53 |
25 | 68 | 92 |
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.
15. Financial assets designated at fair value
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Loans and advances to banks | 11 | - | 55 | 160 |
Loans and advances to customers | 5,468 | 6,379 | 44 | 45 |
Debt securities | 1,298 | 5,979 | 5,027 | 36,940 |
6,777 | 12,358 | 5,126 | 37,145 |
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 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 the Group's key management personnel. | |
> | Loans and advances to customers, representing certain loans secured on residential property to housing associations. 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 bank and building society certificates of deposit of £nil (2009: £2,220m), asset-backed securities of £1,046m (2009: £3,446m) and other debt securities of £252m (2009: £313m): | |
> | The bank and building society certificates of deposit were held for yield purposes. They were managed and their performance evaluated on a fair value basis in accordance with a documented strategy, and information about them was provided on that basis to the Group's key management personnel. | |
> | Asset-backed securities of £977m (2009: £207m) 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 the Group's key management personnel. | |
Other asset-backed securities of £69m (2009: £3,239m) 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 the Group's key management personnel. Almost all of these securities are now managed on an accruals basis, but are not eligible for reclassification under IAS 39. | ||
> | Other debt securities, representing reversionary property securities and collateralised synthetic obligations. 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 the Group's key management personnel. The collateralised synthetic obligations contain embedded derivatives which would otherwise require bifurcation and separate recognition as derivatives. |
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 £6,756m (2009: £6,217m) for the Group and £116m (2009: £204m) for the Company. The maximum exposure was mitigated by a charge over the residential properties in respect of lending to housing associations amounting to £7,907m (2009: £7,527m) for the Group and £79m (2009: £75m) 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 (2009: net loss of £72m). The cumulative net loss attributable to changes in credit risk for loans and advances designated at fair value at 31 December 2010 was £231m (2009: cumulative net loss of £205m).
Debt securities can be analysed by type of issuer as follows:
Group | ||
| 2010 £m | 2009 £m |
Bank and building society certificates of deposit | - | 2,220 |
Other issuers: | ||
- Mortgage-backed securities | 859 | 574 |
- Other asset-backed securities | 187 | 2,872 |
- Other securities | 252 | 313 |
1,298 | 5,979 |
Debt securities can be analysed by listing status as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Listed in the UK | 646 | - | 5,015 | 18,463 |
Listed elsewhere | 75 | 3,224 | - | 18,016 |
Unlisted | 577 | 2,755 | 12 | 461 |
1,298 | 5,979 | 5,027 | 36,940 |
16. Loans and advances to banks
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Placements with other banks - securities purchased under resale agreements | - | - | - | - |
- other | 3,206 | 1,605 | 1,118 | 995 |
Amounts due from parent | 646 | 5,995 | 3 | 1 |
Amounts due from associated undertakings | - | 1,551 | - | 1 |
Amounts due from subsidiaries | - | - | 114,836 | 108,661 |
3,852 | 9,151 | 115,957 | 109,658 |
During the year, no impairment losses were incurred (2009: £nil, 2008: £nil).
Group | Company | |||
Repayable: | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
On demand | 1,250 | 1,457 | 2,680 | 5,551 |
In not more than 3 months | 1,529 | 5,055 | 42,910 | 46,580 |
In more than 3 months but not more than 1 year | 53 | 2,390 | 21,958 | 14,552 |
In more than 1 year but not more than 5 years | 529 | 95 | 32,921 | 21,951 |
In more than 5 years | 491 | 154 | 15,488 | 21,024 |
3,852 | 9,151 | 115,957 | 109,658 |
17. Loans and advances to customers
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Advances secured on residential properties | 166,073 | 160,466 | 166,057 | 122,746 |
Corporate loans | 16,328 | 12,509 | 5,729 | - |
Finance leases | 2,653 | 1,602 | - | - |
Other secured advances | 3,942 | 3,819 | 3,470 | 3,759 |
Other unsecured advances | 7,734 | 5,250 | 4,018 | 5,036 |
Amounts due from fellow group subsidiaries | 57 | 4,457 | 46 | 71 |
Amounts due from subsidiaries | - | - | 1,359 | 1,036 |
Loans and advances to customers | 196,787 | 188,103 | 180,679 | 132,648 |
Less: impairment loss allowances | (1,655) | (1,299) | (1,456) | (899) |
Loans and advances to customers, net of impairment loss allowances | 195,132 | 186,804 | 179,223 | 131,749 |
Loans and advances to customers may be further analysed as follows:
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Advances secured on residential properties | 166,073 | 160,466 | 166,057 | 122,746 |
Other secured advances | 3,942 | 3,819 | 3,470 | 3,759 |
Unsecured loans: | ||||
- Overdrafts | 505 | 482 | 505 | 476 |
- UPLs | 4,146 | 4,641 | 3,242 | 4,495 |
Other loans | 3,083 | 127 | 271 | 65 |
Corporate loans: | ||||
- SME | 4,842 | 2,806 | 1,199 | - |
- Social housing | 1,687 | 336 | 87 | - |
- Real estate | 3,304 | 2,889 | 1,690 | - |
- Other corporate | 3,273 | 2,423 | 2,753 | - |
- Non-core: | ||||
- Aviation | 918 | 1,047 | - | - |
- Shipping | 1,151 | 1,729 | - | - |
- Other | 1,597 | 2,080 | - | - |
Finance leases |
|
| ||
- Consumer finance | 1,556 | - | - | - |
- Other corporate | 653 | 801 | - | - |
Amounts due from fellow group subsidiaries | 57 | 4,457 | 46 | 71 |
Amounts due from subsidiaries | - | - | 1,359 | 1,036 |
Loans and advances to customers | 196,787 | 188,103 | 180,679 | 132,648 |
Less: impairment loss allowances | (1,655) | (1,299) | (1,456) | (899) |
Loans and advances to customers, net of impairment loss allowances | 195,132 | 186,804 | 179,223 | 131,749 |
Group | Company | |||
Repayable: | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
On demand | 1,160 | 997 | 1,172 | 534 |
In no more than 3 months | 4,282 | 6,591 | 2,660 | 1,575 |
In more than 3 months but not more than 1 year | 6,709 | 4,909 | 4,802 | 3,311 |
In more than 1 year but not more than 5 years | 32,056 | 26,411 | 23,668 | 14,653 |
In more than 5 years | 152,580 | 149,195 | 148,377 | 112,575 |
Loans and advances to customers | 196,787 | 188,103 | 180,679 | 132,648 |
Less: impairment loss allowances | (1,655) | (1,299) | (1,456) | (899) |
Loans and advances to customers, net of impairment loss allowances | 195,132 | 186,804 | 179,223 | 131,749 |
Finance lease and hire purchase contract receivables may be analysed as follows:
Group | Company | |||
Gross investment in finance leases and hire purchase contracts: | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Within 1 year | 736 | 240 | - | - |
Between 1-5 years | 1,752 | 543 | - | - |
In more than 5 years | 877 | 1,570 | - | - |
3,365 | 2,353 | - | - | |
Unearned future finance income on finance leases and hire purchase contracts | (712) | (751) | - | - |
Net investment in finance leases and hire purchase contracts | 2,653 | 1,602 | - | - |
The net investment in finance leases and hire purchase contracts represents amounts recoverable as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Within 1 year | 622 | 188 | - | - |
Between 1-5 years | 1,469 | 423 | - | - |
In more than 5 years | 562 | 991 | - | - |
2,653 | 1,602 | - | - |
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 £13m (2009: £13m) of unguaranteed residual value at the end of the current lease terms, which will be recovered through re-letting or sale. The contingent rent income earned during the year was £30m (2009: £43m) and this was presented in the "Interest and similar income" line within the income statement.
Finance lease receivable balances are secured over the motor vehicle leased. The Group is not permitted to sell or repledge the motor vehicles 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 mortgage advances assigned to bankruptcy remote special purpose entities and Abbey Covered Bonds LLP. These loans provide security to issues of covered bonds and securitisations made by the Group. See Note 18 for further details.
Loans and advances to customers have the following interest rate structures:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Fixed rate | 75,452 | 77,427 | 70,998 | 62,222 |
Variable rate | 121,335 | 110,676 | 109,681 | 70,426 |
Less: impairment loss allowances | (1,655) | (1,299) | (1,456) | (899) |
195,132 | 186,804 | 179,223 | 131,749 |
Movement in impairment loss allowances:
Group | ||||||
2010 | Loans secured on residential property £m |
Corporate Loans £m |
Finance leases £m | Other secured advances £m | Other unsecured advances £m |
Total £m |
As at 1 January 2010: | ||||||
- Individually assessed | 313 | 185 | 1 | 50 | 341 | 890 |
- Collectively assessed | 171 | 172 | 1 | 12 | 53 | 409 |
484 | 357 | 2 | 62 | 394 | 1,299 | |
Charge/(release) to the income statement: | ||||||
- Individually assessed | 98 | 154 | 6 | 53 | 488 | 799 |
- Collectively assessed | (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: | ||||||
- Individually assessed | 369 | 271 | 2 | 55 | 381 | 1,078 |
- Collectively assessed | 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 |
As at 1 January 2009 | ||||||
- Individually assessed | 174 | 13 | - | 37 | 227 | 451 |
- Collectively assessed | 184 | 289 | 1 | 11 | 65 | 550 |
358 | 302 | 1 | 48 | 292 | 1,001 | |
Charge/(release) to the income statement: | ||||||
- Individually assessed | 223 | 172 | 5 | 30 | 539 | 969 |
- Collectively assessed | (13) | (117) | - | 1 | (12) | (141) |
210 | 55 | 5 | 31 | 527 | 828 | |
Write offs | (84) | - | (4) | (17) | (425) | (530) |
At 31 December 2009: | ||||||
- Individually assessed | 313 | 185 | 1 | 50 | 341 | 890 |
- Collectively assessed | 171 | 172 | 1 | 12 | 53 | 409 |
484 | 357 | 2 | 62 | 394 | 1,299 |
Group | ||||||
2008 | Loans secured on residential property £m |
Corporate Loans £m |
Finance leases £m | Other secured advances £m | Other unsecured advances £m |
Total £m |
As at 1 January 2008: | ||||||
- Individually assessed | 74 | - | - | 32 | 250 | 356 |
- Collectively assessed | 102 | - | - | 8 | 85 | 195 |
176 | - | - | 40 | 335 | 551 | |
Charge/(release) to the income statement: | ||||||
- Individually assessed | 132 | 13 | - | 14 | 239 | 398 |
- Collectively assessed | 21 | 13 | - | 3 | (41) | (4) |
153 | 26 | - | 17 | 198 | 394 | |
Write offs | (32) | - | - | (9) | (262) | (303) |
Assumed via transfer of entities under common control | 61 | 276 | 1 | - | 21 | 359 |
At 31 December 2008: | ||||||
- Individually assessed | 174 | 13 | - | 37 | 227 | 451 |
- Collectively assessed | 184 | 289 | 1 | 11 | 65 | 550 |
358 | 302 | 1 | 48 | 292 | 1,001 |
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 |
As 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 |
As 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 |
As at 1 January 2008 | 176 | 136 | - | - | 11 | 331 | 654 |
Charge/(release) to the income statement | 153 | (23) | - | - | 32 | 197 | 359 |
Write offs | (32) | - | - | - | (1) | (258) | (291) |
At 31 December 2008 | 297 | 113 | - | - | 42 | 270 | 722 |
Recoveries:
Group | ||||||
Loans secured on residential property £m |
Corporate Loans £m |
Finance leases £m | Other secured advances £m | Other unsecured advances £m |
Total £m | |
2010 | 1 | 12 | 1 | - | 20 | 34 |
2009 | 1 | 23 | 1 | - | 30 | 55 |
2008 | 1 | - | - | 12 | 33 | 46 |
18. Securitisations and covered bonds
The Group uses Special Purpose Entities ('SPEs') to securitise some of the mortgage 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 and covered bonds mainly in order to obtain diverse, low cost funding, or as collateral for raising funds or liquidity. 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 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, which are subject to non-recourse finance arrangements. These loans 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 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 2010 and 2009 were:
2010 | 2009 | |
| Gross assets securitised £m | Gross assets securitised £m |
Master Trust Structures: | ||
- Holmes | 13,359 | 53,569 |
- Fosse | 14,045 | 6,447 |
- Langton | 41,915 | 8,530 |
Other securitisation structures: | ||
- Bracken | 5,948 | 6,736 |
75,267 | 75,282 |
(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 SPE's, 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.
Holmes
Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Holmes securitisation structure at 31 December 2010 and 2009 were:
2010 | 2009 | ||||||
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 Financing (No. 1) plc | 26 July 2000 | - | - | - | 275 | 275 | - |
Holmes Financing (No. 9) plc | 8 December 2005 | - | - | - | 1,053 | 1,658 | - |
Holmes Financing (No. 10) plc | 8 August 2006 | - | - | - | 1,526 | 1,639 | - |
Holmes Master Issuer plc - 2006/1 | 28 November 2006 | - | - | - | 1,767 | 2,015 | - |
Holmes Master Issuer plc - 2007/1 | 28 March 2007 | 3,148 | 4,001 | - | 3,392 | 4,985 | - |
Holmes Master Issuer plc - 2007/2 | 20 June 2007 | 2,271 | 2,852 | - | 4,319 | 5,263 | - |
Holmes Master Issuer 2 plc - 2007/3 | 21 December 2007 | - | - | - | 7,259 | - | 8,914 |
Holmes Master Issuer 2 plc - 2008/1 | 10 April 2008 | - | - | - | 8,240 | - | 9,103 |
Holmes Master Issuer 2 plc - 2008/2 | 19 December 2008 | - | - | - | 12,758 | - | 13,209 |
Holmes Master Issuer plc - 2010/1 | 12 November 2010 | 2,930 | 2,339 | 600 | - | - | - |
Beneficial interest in mortgages held by Holmes Trustees Ltd | 5,010 | - | - | 12,980 | - | - | |
13,359 | 9,192 | 600 | 53,569 | 15,835 | 31,226 | ||
Less: Held by the Group | (496) | (1,131) | |||||
Total securitisations (See Note 33) | 8,696 | 14,704 |
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 and Holmes Funding 2 Limited. Proceeds from notes issued to third party investors or the Group by SPE's under the Holmes master structure have been loaned to Holmes Funding Limited and Holmes Funding 2 Limited, which in turn used the funds to purchase their referred beneficial interests in the portfolio of assets held by Holmes Trustees Limited. In October 2010 the Company restructured the Holmes Programme. The restructure returned Holmes to a third party issuance vehicle and therefore allowed the Company to start using it again as an external funding programme. The restructure involved the Company redeeming all of the outstanding notes from Holmes Master Issuer 2 plc, therefore leaving only Holmes Funding Limited and the Company as beneficiaries of the trust property. On the same date as the redemption of the Holmes Master Issuer 2 plc notes, the Company repurchased £35.5bn of mortgages from Holmes Trustees Limited and funded a £5.7bn Existing Note Redemption Reserve Fund with Holmes Trustees Limited. 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. On 12 November 2010, Holmes Master Issuer plc issued £2.9bn of mortgage backed securities.
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 £0.3bn (2009: £1.8bn), 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.
In addition to the redemption of the Holmes Master Issuer 2 plc notes, in 2010 mortgage-backed securities totalling £36.7bn were redeemed from Holmes Financing (No. 1) plc, Holmes Financing (No. 9) plc, Holmes Financing (No. 10) plc, and Holmes Master Issuer plc.
Holmes Funding Limited has a beneficial interest of £8.4bn (2009: 12.3bn) 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 £5.0bn (2009: £13.0bn). It is intended that future issues will continue to be made from Holmes Master Issuer plc.
Fosse
Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Fosse securitisation structure at 31 December 2010 and 2009 were:
2010 | 2009 | ||||||
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(1) £m |
Fosse Master Issuer plc | 28 November 2006 | 1,538 | 1,622 | - | 1,859 | 1,924 | - |
Fosse Master Issuer plc | 1 August 2007 | 1,677 | 1,768 | - | 2,050 | 2,080 | - |
Fosse Master Issuer plc | 21 August 2008 | 230 | 243 | - | 287 | 314 | - |
Fosse Master Issuer plc | 12 March 2010 | 1,695 | 1,406 | 389 | - | - | - |
Fosse Master Issuer plc | 3 June 2010 | 1,576 | 1,411 | 251 | - | - | - |
Fosse Master Issuer plc | 27 July 2010 | 3,799 | 3,507 | 500 | - | - | - |
Fosse Master Issuer plc | 9 September 2010 | 1,212 | 1,282 | - | - | - | - |
Beneficial interest in mortgages held by Fosse Master Trust Ltd | 2,318 | - | - | 2,251 | - | - | |
14,045 | 11,239 | 1,140 | 6,447 | 4,318 | - | ||
Less: Held by the Group | (171) | (215) | |||||
Total securitisations (See Note 33) | 11,068 | 4,103 |
(1) Issued to Alliance & Leicester plc until 28 May 2010, as described below.
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 48.
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 £85m (2009: £116m), 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 2010, £8.7bn of mortgage-backed notes were issued from Fosse Master Issuer plc. Mortgage-backed notes totalling £0.6bn (2009: £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 2010 and 2009 were:
2010 | 2009 | ||||||
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(1) £m |
Langton Securities (2008-1) plc | 25 January 2008 | 1,166 | - | 1,191 | 1,227 | - | 1,228 |
Langton Securities (2008-2) plc | 5 March 2008 | 1,388 | - | 1,419 | 2,210 | - | 2,211 |
Langton Securities (2008-3) plc | 17 June 2008 | 3,327 | - | 3,400 | 3,521 | - | 3,522 |
Langton Securities (2010-1) plc (1) | 1 October 2010 | 10,063 | - | 10,286 | - | - | - |
Langton Securities (2010-1) plc (2) | 12 October 2010 | 13,005 | - | 13,292 | - | - | - |
Langton Securities (2010-2) plc | 12 October 2010 | 6,625 | - | 6,772 | - | - | - |
Beneficial interest in mortgages held by Langton Master Trust Ltd | 6,341 | - | - | 1,572 | - | - | |
41,915 | - | 36,360 | 8,530 | - | 6,961 |
(1) Issued to Alliance & Leicester plc until 28 May 2010, as described below.
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 48.
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 £512m (2009: £nil), 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 2010, £30.4bn of mortgage backed notes were issued by Langton Securities (2010-1) 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 £0.8bn (2009: £1.0bn) equivalent were redeemed during the year.
(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'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 48.
Outstanding balances of assets securitised and notes in issue (non-recourse finance) under the Bracken securitisation structure at 31 December 2010 and 2009 were:
2010 | 2009 | ||||||
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(1) £m |
Bracken Securities plc | 11 October 2007 | 5,948 | - | 6,070 | 6,736 | - | 6,909 |
(1) Issued to Alliance & Leicester plc until 28 May 2010, as described below.
Bracken Securities plc has cash deposits totalling £126m (2009: £nil), which have been accumulated to finance the redemption of a number of securities issued by Bracken Securities plc. Mortgage-backed notes totalling £0.8bn (2009: £1.3bn) equivalent were redeemed during the year.
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 Group 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 Group. 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 Group.
Outstanding balances of loans and advances assigned to the covered bond programme at 31 December 2010 and 2009 were:
2010 | 2009 | |||
| Gross assets assigned £m | Notes in issue £m | Gross assets assigned £m | Notes in issue £m |
Euro 25bn Global Covered Bond Programme | 23,440 | 15,606 | 15,150 | 10,367 |
Less: Held by the Group | (5,015) | (5,012) | ||
Total Covered Bonds (See Note 33) | 10,591 | 5,355 |
For further information on the Euro 25bn Global Covered Bond Programme, see Note 33.
19. 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 SPE's disclosed in Note 18 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, invests in a derivative asset entered into with the Group. The Group also guarantees the shareholders of selected cells a fixed return on their investment and/or the investment amount. Guaranteed Investment Products 1 PCC Limitedhas no third party assets.
b) Marylebone Road 3 CBO B.V.
Marylebone Road 3 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 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.
f) Conduits
The Group previously provided funding via secured loans to conduits acquired as part of Alliance & Leicester. The conduits invested inasset-backed securities (including Alt-A US residential mortgage-backed securities), collateralised loan obligations ('CLOs') and collateralised debt obligations ('CDOs').The conduits were consolidated by the Group at 31 December 2009. During 2010, the conduit structures were collapsed and the underlying securities previously held by the conduits, and that had been recognised by the Group on consolidation, were recognised directly on the balance sheet of the Company.
The total consolidated assets held by SPEs by balance sheet classification are set out in the table below:
Group | |||||||
31 December 2010 | Guaranteed Investment Products £m | Marylebone Road 3 £m | Santander UK Foundation £m | Abbey National Pension £m | Trust Preferred entities £m | Conduits £m | Total £m |
Loans and advances to banks | - | - | - | 2 | - | - | 2 |
Available for sale securities | - | - | 11 | 125 | - | - | 136 |
Other assets | - | - | - | 1 | - | - | 1 |
Total assets | - | - | 11 | 128 | - | - | 139 |
Group | |||||||
31 December 2009 | Guaranteed Investment Products £m | Marylebone Road 3 £m | Santander UK Foundation £m | Abbey National Pension £m | Trust Preferred entities £m | Conduits £m | Total £m |
Financial assets designated at fair value | - | - | - | - | - | 50 | 50 |
Loans and advances to banks | - | - | 1 | 5 | - | 36 | 42 |
Loan and receivables securities | - | - | - | - | - | 414 | 414 |
Available for sale securities | - | - | 10 | 745 | - | - | 755 |
Total assets | - | - | 11 | 750 | - | 500 | 1,261 |
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. As at 31 December 2010, the total value of products issued by these SPEs was £111m (2009: £138m). 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 in the table below:
Group | ||
2010 £m | 2009 £m | |
Trading assets | 39 | 94 |
20. Transfers of financial assets not qualifying for de-recognition
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) debt securities held by counterparties as collateral under repurchase agreements, (ii) equity 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 | ||||
2010 £m | 2010 £m | 2009 £m | 2009 £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 43) | 71,510 | 67,431 | 65,683 | 61,068 |
Securitisations (See Note 18) | 75,267 | 19,764 | 75,282 | 18,807 |
146,777 | 87,195 | 140,965 | 79,875 |
21. Available-for-sale securities
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Debt securities | 125 | 747 | - | - |
Equity securities | 50 | 50 | 38 | 30 |
175 | 797 | 38 | 30 |
Debt securities and equity securities can be analysed by listing status as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Debt securities: | ||||
- Listed in the UK | 125 | 747 | - | - |
- Listed elsewhere | - | - | - | - |
- Unlisted | - | - | - | - |
125 | 747 | - | - | |
Equity securities: | ||||
- Listed in the UK | 12 | 11 | - | - |
- Listed elsewhere | 8 | 9 | 8 | - |
- Unlisted | 30 | 30 | 30 | 30 |
50 | 50 | 38 | 30 |
Debt securities 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 |
2009 | 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 | - | - | 405 | - | - | - | 405 |
Issued by other issuers: | |||||||
- Government Guaranteed | - | 91 | - | 251 | - | - | 342 |
Weighted average yield for year % | - | 1.45 | 0.49 | 2.88 | - | - | 1.41 |
The movement in available-for-sale securities can be summarised as follows:
| 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 |
| Group £m | Company £m |
At 1 January 2008 | 40 | 28 |
Additions | 1,222 | 9 |
Acquired through business combinations | 1,658 | - |
Redemptions and maturities | (286) | (8) |
Amortisation of discount | 21 | - |
Movement in fair value | 8 | (4) |
At 31 December 2008 | 2,663 | 25 |
22. Loan and receivable securities
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Floating rate notes | 1,652 | 6,749 | 1,652 | - |
Asset-backed securities | 1,778 | 2,251 | 3,546 | - |
Collateralised debt obligations | 37 | 80 | 37 | - |
Collateralised loan obligations | 112 | 639 | 112 | - |
Other | 37 | 185 | 37 | 2 |
Loan and receivable securities | 3,616 | 9,904 | 5,384 | 2 |
Less: Impairment allowances | (6) | (6) | (6) | - |
Loan and receivable securities, net of impairment allowances | 3,610 | 9,898 | 5,378 | 2 |
Movement in impairment allowances:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
As at 1 January | 6 | - | - | - |
Charge to the income statement | - | 69 | - | - |
Transfer from Alliance & Leicester plc | - | - | 6 | - |
Write offs | - | (63) | - | - |
As at 31 December | 6 | 6 | 6 | - |
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. Detailed analysis of these securities is contained in the Risk Management Report.
23. Investment in subsidiary undertakings
Investments in subsidiaries are held at cost subject to impairment. The movement in investments in subsidiary undertakings was as follows:
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 48) | (1,159) | (57) | (1,216) |
Disposals /repayment of investment | (776) | 4 | (772) |
At 31 December 2010 | 7,234 | (365) | 6,869 |
Company | |||
| Cost £m | Impairment £m | Net book value £m |
At 1 January 2009 | 5,252 | (105) | 5,147 |
Additions | 2,136 | (211) | 1,925 |
Disposals within the Group/repayment of investment | (45) | 11 | (34) |
At 31 December 2009 | 7,343 | (305) | 7,038 |
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 49. 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 48.
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 for a cash consideration of approximately £39m. The IFG Group provides independent financial advisory, fund management and pension administration services in Ireland and the UK.
On 9 January 2009, in order to optimise the capital, liquidity funding and overall financial efficiency of the Santander group, Banco Santander, S.A. transferred all of its Alliance & Leicester plc (wholly owned by Banco Santander, S.A. and the Company) shares to the Company in exchange for 12,631,375,230 newly issued ordinary shares of the Company (the 'Transfer'). The result of this was to increase the Company's holding of 35.6% of Alliance & Leicester plc's equity voting interests to 100%. Accordingly, the Company is now the immediate parent company of Alliance & Leicester plc. The transfer of Alliance & Leicester plc has been accounted for by the Company with effect from 10 October 2008, the date on which Banco Santander, S.A. acquired control of Alliance & Leicester plc.
The ordinary shares of the Company issued as consideration for Banco Santander, S.A.'s holding of Alliance & Leicester plc shares were recognised at their nominal value, which was the same as the fair value of the shares issued by Banco Santander, S.A. in exchange for the shares of Alliance & Leicester plc plus acquisition costs, and the net assets of Alliance & Leicester plc were accounted for by the Company at the fair values recognised by Banco Santander, S.A. at the time of its acquisition of Alliance & Leicester plc on 10 October 2008. The acquisition price was £1,281m.
The principal subsidiaries of the Company at 31 December 2010 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* | Funding | 100 | United States |
Abbey National Treasury Services plc | Treasury operations | 100 | England & Wales |
Alliance & Leicester International Limited* | Offshore deposit taking | 100 | Isle of Man |
Bradford & Bingley International Limited | Bank, deposit taker | 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.
24. Investment in associated undertakings
The movement in interests in associated undertakings was as follows:
Group | Company | |
£m | £m | |
At 1 January 2010 | 75 | 76 |
Share of results | 25 | - |
Transfer to investment in subsidiary | (98) | (75) |
At 31 December 2010 | 2 | 1 |
Group | Company | |
£m | £m | |
At 1 January 2009 | 35 | 741 |
Additional investment | 35 | 35 |
Share of results | 5 | - |
Transfer to investment in subsidiary | - | (700) |
At 31 December 2009 | 75 | 76 |
The principal associated undertakings at 31 December 2010 and 2009 were:
2010
Name | Nature of business | Country of registration | Assets £m | Liabilities £m | Income £m | Profit £m | % interest held |
PSA Finance plc | Personal finance | England and Wales | 3 | - | - | - | 50.0 |
2009
Name | Nature of business | Country of registration | Assets £m | Liabilities £m | Income £m | Profit £m | % interest held |
PSA Finance plc | Personal finance | England and Wales | 3 | - | - | - | 50.0 |
Santander Consumer (UK) plc | Consumer finance | England and Wales | 2,361 | (2,215) | 134 | 11 | 49.9 |
In November 2010, the Company acquired the 50.1% of Santander Consumer (UK) plc that it did not already own, as described in Note 49.
All associated undertakings have a year-end of 31 December and are unlisted.
25. Intangible assets
a) Goodwill
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Cost | ||||
At 1 January | 1,285 | 1,281 | 419 | 419 |
Transfer from Alliance & Leicester plc | - | - | 774 | - |
Acquisitions | 631 | 4 | 1 | - |
At 31 December | 1,916 | 1,285 | 1,194 | 419 |
Accumulated impairment | ||||
At 1 January and 31 December | 22 | 22 | - | - |
Net book value | 1,894 | 1,263 | 1,194 | 419 |
In October 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. The acquisition price was £1,091m as described in Note 49. 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. The initial accounting for this transaction is incomplete given its recent closing date.
In November 2010, the Group acquired 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 which offers preferential dealers funding in the UK. The acquisition price was £185m as described in Note 49. 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. The initial accounting for this transaction is incomplete given its recent closing date. Additional goodwill of £87m was recognised on the revaluation of the Group's existing holding of 49.9%.
In January 2009, in order to optimise the capital, liquidity funding and overall financial efficiency of the Santander group, Banco Santander, S.A. transferred all of its Alliance & Leicester plc (wholly owned by Banco Santander, S.A. and the Company) shares to the Company in exchange for 12,631,375,230 newly issued ordinary shares in the Company (the 'Transfer'). The result of this was to increase the Company's holding of 35.6% of Alliance & Leicester plc's equity voting interests to 100%. Accordingly, the Company is now the immediate parent company of Alliance & Leicester plc. The transfer of Alliance & Leicester plc was accounted for by the Company with effect from 10 October 2008, the date on which Banco Santander, S.A. acquired control of Alliance & Leicester plc.
The ordinary shares of the Company issued as consideration for Banco Santander, S.A.'s holding of Alliance & Leicester plc shares were recognised at their nominal value, which was the same as the fair value of the shares issued by Banco Santander, S.A. in exchange for the shares of Alliance & Leicester plc plus acquisition costs, and the net assets of Alliance & Leicester plc were accounted for by the Company at the fair values recognised by Banco Santander, S.A. at the time of its acquisition of Alliance & Leicester plc on 10 October 2008. The acquisition price was £1,281m. In connection with the acquisition, goodwill of £774m 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.
Impairment of goodwill
During the year there was no impairment of goodwill (2009: £nil, 2008: £nil). 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-generating unit represents the lowest level at which goodwill is monitored for internal management purposes.
Impairment testing comprises a comparison of the carrying amount of the cash-generating unit with its estimated recoverable amount: the higher of the cash-generating unit's net selling price and its value in use. Net selling price is calculated by reference to the amount at which the asset could be disposed of in a sale agreement in an arm's length transaction evidenced by an active market or recent transactions for similar assets. Value in use is calculated by discounting management's expected future cash flows obtainable as a result of the asset's continued use, including those resulting from its ultimate disposal. The recoverable amounts of goodwill have been based on value in use calculations.
The cash flow projections for each cash-generating unit are based on plans approved by the Group'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 three-year forecasts, with a prudent terminal growth rate of nil applied thereafter.
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.
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.
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 |
2009
Business Division |
Cash-Generating Unit | Goodwill £m |
Basis of valuation | Key assumptions | Discount rate | Growth Rate(1) |
Retail Banking | Alliance & Leicester | 774 | Value in use: cash flow | 3 year plan | 10.1% | 10% |
Retail Banking | Bradford & Bingley savings business | 395 | Value in use: cash flow | 3 year plan | 10.1% | 5% |
Retail Banking | Cater Allen Private Bank | 90 | Value in use: cash flow | 3 year plan | 10.1% | 10% |
Retail Banking | Other | 4 | Value in use: cash flow | 3 year plan | 10.1% | 10% |
1,263 |
(1) For three years, with a terminal growth rate of nil applied thereafter.
In 2010, following the final integration of the Bradford & Bingley savings business with the Group, its income and expenses are no longer separately identified, reviewed or managed and are instead included in the Group's Retail Banking - Personal financial services cash-generating unit. In addition, in 2010 as a result of the transfer of the assets and liabilities of Alliance & Leicester plc into the Group under Part VII of the Financial Services and Markets Act 2000 as described in Note 48, the income and expenses of the former Alliance & Leicester Retail Banking business are no longer separately identified, reviewed or managed and are instead included in the Group's Retail Banking - Personal financial services cash-generating unit.
In 2010, the discount rate increased by 1.5 percentage points to 11.6% (2009: 10.1%). The increase reflected changes in current market and economic conditions. In 2010, the growth rate was unchanged, except for the former Bradford & Bingley savings business, which was aligned with the rest of Retail Banking, reflecting the completion of its integration into the business.
b) Other intangibles
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Cost | ||||
At 1 January | 212 | 95 | 151 | 72 |
Additions | 114 | 120 | 82 | 82 |
Acquired through business combinations | 45 | - | - | - |
Transferred from Alliance & Leicester plc | - | - | 87 | - |
Disposals | (3) | (3) | - | (3) |
At 31 December | 368 | 212 | 320 | 151 |
Accumulated amortisation / impairment | ||||
At 1 January | 29 | 7 | 18 | 7 |
Transferred from Alliance & Leicester plc | - | - | 41 | - |
Charge for the year | 55 | 22 | 48 | 11 |
At 31 December | 84 | 29 | 107 | 18 |
Net book value | 284 | 183 | 213 | 133 |
Other intangible assets of the Group and the Company consist of computer software, and marketing rights acquired by the Group during the year as described below. The marketing rights had a cost of £16m. Amortisation of £1m was charged in the year, giving a net book value of £15m at the year-end.
In connection with the acquisition of the Santander Cards and Santander Consumer businesses in October and November 2010, respectively, as described in Note 49, 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 connection with Banco Santander, S.A.'s acquisition of Alliance & Leicester plc, and its subsequent transfer to the Company which was accounted for with effect from October 2008, intangible assets in respect of brands, customer relationships (known as core deposit intangibles) and customer lists were identified. The values of these intangible assets were determined to be immaterial; accordingly, no separate intangible assets for these items were recognised. No other intangible assets were identified, including any relating to key employees, patents or intellectual property rights.
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 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 |
Group | |||||
|
Property £m | Office fixtures and equipment £m | Computer software £m | Operating lease assets £m |
Total £m |
Cost: | |||||
At 1 January 2009 | 346 | 570 | 385 | 348 | 1,649 |
Additions | 126 | 120 | 16 | 81 | 343 |
Disposals | (1) | (51) | (14) | (101) | (167) |
At 31 December 2009 | 471 | 639 | 387 | 328 | 1,825 |
Accumulated depreciation: | |||||
At 1 January 2009 | 30 | 312 | 105 | - | 447 |
Charge for the year | 21 | 81 | 61 | 75 | 238 |
Disposals | - | (51) | - | (59) | (110) |
At 31 December 2009 | 51 | 342 | 166 | 16 | 575 |
Net book value | 420 | 297 | 221 | 312 | 1,250 |
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 |
Company | ||||
|
Property £m | Office fixtures and equipment £m | Computer software £m |
Total £m |
Cost: | ||||
At 1 January 2009 | 112 | 498 | 315 | 925 |
Additions | 11 | 101 | 15 | 127 |
Disposals | - | (2) | (15) | (17) |
At 31 December 2009 | 123 | 597 | 315 | 1,035 |
Accumulated depreciation: | ||||
At 1 January 2009 | 22 | 299 | 35 | 356 |
Charge for the year | 8 | 52 | 60 | 120 |
Disposals | - | (2) | - | (2) |
At 31 December 2009 | 30 | 349 | 95 | 474 |
Net book value | 93 | 248 | 220 | 561 |
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 2010, capital expenditure contracted, but not provided for was £nil (2009: £1m) in respect of property, plant and equipment. Of the carrying value at the balance sheet date, £154m (2009: £99m) related to assets under construction.
Operating lease assets
The operating lease assets of the Group consist of motor vehicles and other assets 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 | ||
| 2010 £m | 2009 £m |
In no more than 1 year | 49 | 72 |
In more than 1 year but no more than 5 years | 77 | 99 |
In more than 5 years | 9 | 26 |
135 | 197 |
The contingent rent income recognised during the year was £1m (2009: £nil) for the Group and this was presented in the 'Net trading and other income' line within the income statement.
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 | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
At 1 January | 610 | 869 | 428 | 452 |
Income statement charge | (390) | (438) | (272) | (149) |
(Charged)/credited to other comprehensive income: | ||||
- retirement benefit obligations | (9) | 170 | (20) | 116 |
- available-for-sale financial assets | - | 2 | - | - |
(9) | 172 | (20) | 116 | |
Acquired through business combinations | 50 | 7 | - | 9 |
Transfer of Alliance & Leicester plc | - | - | 243 | - |
Disposal of subsidiary undertaking | 96 | - | - | - |
At 31 December | 357 | 610 | 379 | 428 |
Deferred tax assets and liabilities are attributable to the following items:
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Deferred tax liabilities | ||||
Accelerated tax depreciation | (122) | (236) | - | - |
Other temporary differences | (87) | (100) | - | - |
(209) | (336) | - | - |
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Deferred tax assets | ||||
Pensions and other post retirement benefits | 50 | 306 | 49 | 264 |
Accelerated book depreciation | 137 | 178 | 48 | 55 |
IAS 32 & IAS 39 transitional adjustments | 91 | 78 | 48 | 72 |
Impairment loss allowances and other provisions | 12 | 13 | - | - |
Other temporary differences | 30 | 74 | (12) | 37 |
Tax losses carried forward | 246 | 297 | 246 | - |
566 | 946 | 379 | 428 |
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. Under current UK tax legislation, the tax losses in respect of which deferred tax assets have been recognised do not expire. The benefit of the tax losses carried forward in the Company may only be realised by utilisation against the future taxable profits of the Company.
The deferred tax charge in the income statement comprises the following temporary differences:
Group | |||
| 2010 £m | 2009 £m | 2008 £m |
Accelerated tax depreciation | (32) | (133) | 24 |
Pensions and other post-retirement benefits | (223) | (104) | (63) |
Impairment loss allowances and other provisions | (1) | - | - |
IAS 32 & IAS 39 transition adjustments | (21) | (11) | (20) |
Tax losses carried forward | (38) | (63) | (100) |
Other temporary differences | (75) | (127) | 37 |
(390) | (438) | (122) |
28. Other assets
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Trade and other receivables | 982 | 881 | 870 | 515 |
Prepayments | 74 | 75 | 54 | 48 |
Accrued income | 24 | 30 | 6 | - |
General insurance assets | 75 | 88 | 75 | 88 |
1,155 | 1,074 | 1,005 | 651 |
29. Deposits by banks
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Items in the course of transmission | 1,274 | 652 | 1,248 | 570 |
Deposits by banks - securities sold under repurchase agreements | 2,548 | - | - | - |
Amounts due to subsidiaries | - | - | 143,952 | 115,564 |
Amounts due to fellow subsidiaries | 646 | 1,846 | - | 20 |
Amounts due to ultimate parent (1) | 949 | 644 | 101 | 29 |
Other deposits | 2,367 | 2,669 | 939 | 231 |
7,784 | 5,811 | 146,240 | 116,414 |
(1) Includes securities sold under repurchase agreements.
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Repayable: | ||||
On demand | 3,478 | 3,716 | 25,556 | 3,333 |
In not more than 3 months | 871 | 1,916 | 40,115 | 23,732 |
In more than 3 months but not more than 1 year | 41 | 24 | 29,177 | 10,203 |
In more than 1 year but not more than 5 years | 3,188 | 155 | 41,168 | 71,927 |
In more than 5 years | 206 | - | 10,224 | 7,219 |
7,784 | 5,811 | 146,240 | 116,414 |
30. Deposits by customers
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Current and demand accounts: | ||||
- interest-bearing | 29,616 | 31,247 | 23,501 | 14,853 |
- non interest-bearing | 2,085 | 1,595 | 2,017 | 571 |
Savings accounts | 74,608 | 75,921 | 71,397 | 53,937 |
Time deposits | 45,748 | 34,657 | 33,023 | 25,216 |
Amounts due to subsidiaries | - | - | 40,412 | 79 |
Amounts due to fellow subsidiaries | 586 | 473 | 229 | 64,531 |
152,643 | 143,893 | 170,579 | 159,187 |
Repayable: | ||||
On demand | 104,664 | 105,157 | 97,850 | 77,240 |
In no more than 3 months | 8,938 | 7,046 | 7,220 | 15,611 |
In more than 3 months but no more than 1 year | 24,027 | 18,059 | 20,689 | 12,028 |
In more than 1 year but not more than 5 years | 14,527 | 13,017 | 7,021 | 13,029 |
In more than 5 years | 487 | 614 | 37,799 | 41,279 |
152,643 | 143,893 | 170,579 | 159,187 |
Savings accounts and time deposits are interest-bearing.
31. Trading liabilities
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Deposits by banks - securities sold under repurchase agreements | 21,411 | 35,794 | - | - |
- other | 4,327 | 5,030 | - | - |
Deposits by customers - securities sold under repurchase agreements | 11,112 | 69 | - | - |
- other | 4,859 | 4,046 | - | - |
Short positions in securities and unsettled trades | 1,118 | 1,071 | - | - |
Debt securities in issue | - | 142 | - | - |
42,827 | 46,152 | - | - |
The total fair value of equity index-linked deposits included above at the balance sheet date was £1,657m (2009: £2,144m).
32. Financial liabilities designated at fair value
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Deposits by banks | - | 45 | - | - |
Deposits by customers | 5 | 12 | 5 | - |
Debt securities in issue - US$4bn Euro Commercial Paper Programme | 898 | 662 | - | - |
- US$40bn Euro Medium Term Note Programme | 24 | - | 24 | - |
- US$20bn Euro Medium Term Note Programme | 1,741 | 2,945 | - | - |
- Euro 2bn Structured Notes | 930 | 675 | - | - |
- Other bonds | 80 | 84 | 1 | - |
Warrants | 9 | - | - | - |
3,687 | 4,423 | 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.
The net gain during the year attributable to changes in the Group's own credit risk on the above debt securities in issue was £2m (2009: net loss of £62m). The cumulative net gain attributable to changes in the Group's own credit risk on the above debt securities in issue at 31 December 2010 was £29m (2009: net gain of £27m). This was calculated by applying current spreads at the next call date or maturity date to the nominal value of the debt security to determine the extra cost of the debt for the remaining period of the debt security were it to have been issued at current spreads.
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 £145m (2009: £129m) higher than the carrying value.
US$4bn Euro Commercial Paper Programme (subsequently increased to US$10bn)
Abbey National Treasury Services plc may from time to time issue commercial paper under the US$4bn Euro Commercial Paper Programme that may be denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealer. The Notes rank 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 Notes have been unconditionally and irrevocably guaranteed by the Company.
The Notes are issued in bearer form, subject to a minimum maturity of 1 day and a maximum maturity of 364 days. The Notes 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 Notes outstanding from time to time under the Programme will not exceed US$4bn (or its equivalent in other currencies). This was increased to US$10bn in January 2011. The Notes are 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. Outstanding notes will remain in issue until maturity.
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 Notes 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 48. 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 2bn 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 2bn 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 2bn (or its equivalent in other currencies).
Warrant programme
Abbey National Treasury Services plc may from time to time issue warrants denominated in any currency as agreed between the issuer and the relevant dealer under the warrant 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 warrant 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 between the issuer and 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 between the issuer and the relevant dealer.
33. Debt securities in issue
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Bonds and medium term notes: | ||||
- Euro 25bn Global Covered Bond Programme | 10,591 | 5,355 | - | - |
- US$20bn euro Medium Term Note Programme (See Note 32) | 4,893 | 2,166 | - | - |
- US$40bn euro Medium Term Note Programme | 3,177 | 5,876 | 3,177 | - |
- US$20bn Commercial Paper Programme | 4,433 | 6,366 | - | - |
- Certificates of deposit in issue | 8,925 | 9,188 | - | - |
32,019 | 28,951 | 3,177 | - | |
Securitisation programmes: | ||||
- Holmes | 8,696 | 14,704 | - | - |
- Fosse | 11,068 | 4,103 | - | - |
51,783 | 47,758 | 3,177 | - |
Euro 25bn Global Covered Bond Programme
Abbey National Treasury Services plc issues Covered Bonds under the euro 25bn 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 25bn (or its equivalent in other currencies), subject to increase in accordance with the Programme.
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 to a diverse investor base through its mortgage backed funding programmes, as described in Note 18. 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).
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 | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
euro | 0.00% - 3.99% | Up to 2010 | - | 2,452 | - | - |
2010 - 2011 | 1,858 | - | 574 | - | ||
2012 - 2019 | 8,797 | 5,415 | 1,415 | - | ||
2020 - 2029 | 1,083 | 1,600 | - | - | ||
2030 - 2059 | 5,876 | 3,976 | - | - | ||
4.00% - 4.99% | 2020 - 2029 | 1,316 | 1,362 | - | - | |
5.00% - 7.99% | Up to 2010 | - | 276 | - | - | |
US dollar | 0.00% - 3.99% | Up to 2011 | 11,783 | 14,676 | 635 | - |
2012 - 2019 | 2,166 | 618 | - | - | ||
2020 - 2029 | 1,251 | 3,841 | - | - | ||
2030 - 2039 | 577 | 556 | - | - | ||
2040 - 2059 | 3,186 | 3,194 | - | - | ||
4.00% - 5.99% | Up to 2010 | - | 20 | - | - | |
2011 - 2019 | 35 | 49 | 35 | - | ||
Pounds sterling | 0.00% - 3.99% | Up to 2010 | - | 963 | - | - |
2010 - 2011 | 1,646 | - | 112 | - | ||
2012 - 2019 | 2,345 | 1,643 | 70 | - | ||
2020 - 2029 | 437 | 838 | - | - | ||
2030 - 2059 | 6,757 | 3,739 | - | - | ||
4.00% - 5.99% | Up to 2010 | - | 155 | - | - | |
2010 - 2011 | 211 | - | 209 | - | ||
2012 - 2059 | 1,884 | 815 | - | - | ||
6.00% - 6.99% | Up to 2010 | - | 471 | - | - | |
2012 - 2019 | 87 | 351 | 87 | - | ||
Other currencies | 0.00% - 5.99% | Up to 2010 | - | 337 | - | - |
2010 - 2011 | 9 | - | - | - | ||
2012 - 2019 | 289 | 47 | 40 | - | ||
2020 - 2029 | 177 | 352 | - | - | ||
6.00% - 6.87% | Up to 2011 | 8 | - | - | - | |
2012 - 2019 | 5 | 12 | - | - | ||
51,783 | 47,758 | 3,177 | - |
34. Subordinated liabilities
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
£325m Sterling Preference Shares | 344 | 344 | 344 | 344 |
£175m Fixed/Floating Rate Tier One Preferred Income Capital Securities | 201 | 195 | 201 | 195 |
US$1,000m Non-Cumulative Trust Preferred Securities | 870 | 813 | - | - |
Undated subordinated liabilities | 2,151 | 2,144 | 2,151 | 2,144 |
Dated subordinated liabilities | 2,806 | 3,453 | 3,742 | 3,436 |
6,372 | 6,949 | 6,438 | 6,119 |
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 (2009: 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.
£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 | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
10.0625% Exchangeable subordinated capital securities | 205 | 204 | 205 | 204 |
5.56% Subordinated guaranteed notes (Yen 15,000m) | 142 | 123 | 142 | 123 |
5.50% Subordinated guaranteed notes (Yen 5,000m) | 47 | 41 | 47 | 41 |
Fixed/Floating Rate Subordinated notes (Yen 5,000m) | 46 | 39 | 46 | 39 |
10 Year step-up perpetual callable subordinated notes | 318 | 344 | 318 | 344 |
7.50% 15 Year step-up perpetual callable subordinated notes | 507 | 497 | 507 | 497 |
7.375% 20 Year step-up perpetual callable subordinated notes | 215 | 209 | 215 | 209 |
7.125% 30 Year step-up perpetual callable subordinated notes | 327 | 311 | 327 | 311 |
Fixed to floating rate perpetual callable subordinated notes | 344 | 376 | 344 | 376 |
2,151 | 2,144 | 2,151 | 2,144 |
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 | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
4.625% Subordinated notes 2011 (euro 500m) | 449 | 478 | 449 | 478 |
10.125% Subordinated guaranteed bond 2023 | 225 | 220 | - | - |
11.50% Subordinated guaranteed bond 2017 | 225 | 226 | - | - |
11.59% Subordinated loan stock 2017 | - | - | 226 | 226 |
10.18% Subordinated loan stock 2023 | - | - | 225 | 220 |
7.95% Subordinated notes 2029 (US$1,000m) | 891 | 805 | 891 | 805 |
6.50% Subordinated notes 2030 | 182 | 174 | 182 | 174 |
Subordinated notes 2030 (US$1,000m) | - | - | 870 | 813 |
5.25% Subordinated notes 2015 | - | 210 | - | 210 |
Subordinated floating rate EURIBOR notes 2015 | - | 445 | - | 445 |
Subordinated floating rate EURIBOR notes 2016 | - | - | 65 | 65 |
5.875% Subordinated notes 2031 | 92 | 80 | 92 | - |
5.25% Subordinated notes 2023 | 130 | 119 | 130 | - |
Subordinated floating rate EURIBOR notes 2017 | 129 | 134 | 129 | - |
Subordinated floating rate US$ LIBOR notes 2015 | - | 92 | - | - |
Subordinated floating rate EURIBOR notes 2017 | 86 | 88 | 86 | - |
9.625% Subordinated notes 2023 | 397 | 382 | 397 | - |
2,806 | 3,453 | 3,742 | 3,436 |
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.
Subordinated liabilities are repayable:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
In no more than 3 months | 449 | - | 449 | - |
In more than 1 year but no more than 5 years | - | 478 | - | 478 |
In more than 5 years | 2,357 | 2,975 | 3,293 | 2,958 |
Undated | 3,566 | 3,496 | 2,696 | 2,683 |
6,372 | 6,949 | 6,438 | 6,119 |
35. Other liabilities
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Trade and other payables | 1,962 | 2,263 | 1,796 | 1,611 |
Deferred income | 64 | 60 | - | - |
2,026 | 2,323 | 1,796 | 1,611 |
Finance lease obligations
Trade and other payables for the Group and Company include £6m (2009: £9m) and £39m (2009: £nil), 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 | ||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Within 1 year | 2 | 2 | 5 | - |
Between 1-5 years | 4 | 7 | 22 | - |
In more than 5 years | - | - | 12 | - |
6 | 9 | 39 | - |
Future minimum lease payments under finance leases are:
Leases which expire | Group | Company | ||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Within 1 year | 3 | 3 | 7 | - |
Between 1-5 years | 4 | 7 | 28 | - |
In more than 5 years | - | - | 13 | - |
7 | 10 | 48 | - |
During the year, £2m (2009: £3m) was incurred as a finance lease interest charge. The contingent rent expense recognised during the year was £nil (2009: £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 | ||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Within 1 year | 3 | 1 | - | - |
Between 1-5 years | 4 | 8 | - | - |
7 | 9 | - | - |
36. Provisions
Group | Company | |||
2010 £m | 2009 £m | 2010 £m | 2009 £m | |
At 1 January | 91 | 207 | 74 | 99 |
Additional provisions | 131 | 59 | 130 | 44 |
Acquired through business combinations | 31 | - | - | 30 |
Provisions released | (2) | (3) | - | (3) |
Disposal of subsidiary undertakings | (1) | - | - | - |
Used during the year | (87) | (189) | (70) | (96) |
Reclassifications | 22 | 17 | 22 | - |
At 31 December | 185 | 91 | 156 | 74 |
To be settled: | ||||
Within 12 months | 169 | 90 | 141 | 73 |
In more than 12 months | 16 | 1 | 15 | 1 |
185 | 91 | 156 | 74 |
The charge disclosed in the income statement in respect of provisions for other liabilities and charges of £129m (2009: £56m), comprises the additional provisions of £131m (2009: £59m), less the provisions released of £2m (2009: £3m) in the table above.
Provisions comprise amounts in respect of customer remediation, litigation and related expenses, restructuring expenses and vacant property costs. 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 that will be received, of those, the number that will be upheld, and the estimated average settlement per case. Further information on provisions can be found in 'Critical Accounting Policies' in Note 1.
37. Retirement benefit obligations
The amounts recognised in the balance sheet were as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Assets/(liabilities) | ||||
Funded defined benefit pension scheme | 43 | 1 | 39 | - |
Funded defined benefit pension scheme | (189) | (1,048) | (189) | (922) |
Unfunded defined benefit pension scheme | (14) | (13) | (14) | - |
Net defined benefit obligation | (160) | (1,060) | (164) | (922) |
Post-retirement medical benefits (unfunded) | (13) | (10) | (13) | - |
Total net liabilities | (173) | (1,070) | (177) | (922) |
Actuarial gains/(losses) recognised in other comprehensive income during the year were as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Actuarial (gains)/losses on defined benefit schemes | (28) | 605 | (14) | 414 |
Actuarial loss on unfunded medical benefit plans | 3 | 1 | 3 | - |
Total net actuarial (gains)/losses(1) | (25) | 606 | (11) | 414 |
(1) The total net actuarial gain for the Company in 2010 differs from the actuarial 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. From 1 December 2009 the Santander Retirement Plan, an occupational defined contribution scheme was introduced, and has been the principal 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 £42m (2009: £20m, 2008: £8m) 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 2010, 2009 and 2008.
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 27% (2009: 27%, 2008: 38%) 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 charged to the income statement, including amounts classified as redundancy costs, was as follows:
Group | |||
| 2010 £m | 2009 £m | 2008 £m |
Current service cost | 35 | 44 | 55 |
Past service cost | 5 | 50 | 16 |
Gain on settlements or curtailments | - | - | (2) |
Expected return on pension scheme assets | (317) | (285) | (237) |
Interest cost | 357 | 326 | 264 |
80 | 135 | 96 |
The net liability recognised in the balance sheet is determined as follows:
Group | |||||
2010 £m | 2009 £m | 2008 £m | 2007 £m | 2006 £m | |
Present value of defined benefit obligation | (6,716) | (6,308) | (5,175) | (4,581) | (4,264) |
Fair value of plan assets | 6,556 | 5,248 | 4,372 | 3,602 | 3,230 |
Net defined benefit obligation | (160) | (1,060) | (803) | (979) | (1,034) |
Company | |||||
2010 £m | 2009 £m | 2008 £m | 2007 £m | 2006 £m | |
Present value of defined benefit obligation | (6,705) | (4,805) | (3,944) | (4,559) | (4,241) |
Fair value of plan assets | 6,541 | 3,883 | 3,147 | 3,577 | 3,208 |
Net defined benefit obligation | (164) | (922) | (797) | (982) | (1,033) |
Movements in the present value of defined benefit obligations during the year were as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Balance at 1 January | (6,308) | (5,175) | (4,805) | (3,944) |
Current service cost | (35) | (44) | (14) | (26) |
Interest cost | (357) | (326) | (356) | (249) |
Employee contributions | (10) | (11) | (10) | (6) |
Past service cost | (5) | (50) | (5) | (35) |
Actuarial loss | (207) | (935) | (220) | (723) |
Actual benefit payments | 206 | 233 | 206 | 178 |
Transfer from Alliance & Leicester plc | - | - | (1,501) | - |
Balance at 31 December | (6,716) | (6,308) | (6,705) | (4,805) |
Movements in the fair value of scheme assets during the year were as follows:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Balance at 1 January | 5,248 | 4,372 | 3,883 | 3,147 |
Expected return on scheme assets | 317 | 284 | 313 | 209 |
Actuarial gain/(loss) on scheme assets | 235 | 330 | 234 | 309 |
Company contributions paid | 880 | 390 | 883 | 390 |
Contributions paid by subsidiaries and fellow group subsidiaries | 72 | 94 | 72 | - |
Employee contributions | 10 | 11 | 10 | 6 |
Actual benefit payments | (206) | (233) | (206) | (178) |
Transfer from Alliance & Leicester plc | - | - | 1,352 | - |
Balance at 31 December | 6,556 | 5,248 | 6,541 | 3,883 |
The amounts recognised in the Consolidated Statement of Comprehensive Income for each of the five years indicated were as follows:
Group | |||||
| 2010 £m | 2009 £m | 2008 £m | 2007 £m | 2006 £m |
Actuarial (gain)/loss on scheme assets | (235) | (330) | 862 | (33) | 9 |
Experience (gain)/loss on scheme liabilities | (76) | (34) | 51 | 80 | (25) |
Loss/(gain) from changes in actuarial assumptions | 283 | 969 | (869) | 66 | (203) |
Actuarial loss/(gain) on scheme liabilities | 207 | 935 | (818) | 146 | (228) |
Total net actuarial (gain)/loss | (28) | 605 | 44 | 113 | (219) |
Company | |||||
| 2010 £m | 2009 £m | 2008 £m | 2007 £m | 2006 £m |
Actuarial (gain)/loss on scheme assets | (234) | (309) | 836 | (33) | - |
Experience (gain)/loss on scheme liabilities | (65) | (33) | 51 | 81 | (20) |
Loss/(gain) from changes in actuarial assumptions | 285 | 756 | (844) | 68 | (160) |
Actuarial loss/(gain) on scheme liabilities | 220 | 723 | (793) | 149 | (180) |
Total net actuarial (gain)/loss | (14) | 414 | 43 | 116 | (180) |
Cumulative net actuarial losses are £743m (2009: £768m, 2008: £162m). The annual movement is recognised in the Consolidated Statement of Comprehensive Income. The actual gain/(loss) on scheme assets was £549m (2009: £614m, 2008: £(625)m).
The Group's pension schemes did not directly hold any equity securities of the Company or any of its related parties at 31 December 2010, 2009 and 2008. 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. |
> | 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. The unprecedented volatility experienced in asset markets in 2008 led to the automatic rebalancing to the central benchmark being suspended indefinitely. This allowed the investment strategy to be more dynamic in nature and it is anticipated that this philosophy will be continued.
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 was: 48% Equities, 30% Bonds and 22% Gilts. Following a strategic review in the second half of 2009 this was adjusted to: 40% Equities, 40% Fixed Interest, 10% Property and 10% alternative return seeking assets, and was formally adopted from 1 January 2010. Progress towards this was made during 2010.
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 for 2009 and 2008. During 2010, the Alliance & Leicester Pension Scheme (DB Section) moved substantially towards its long term asset allocation target and by the end of the year, it was almost in line with this target.
The Scottish Mutual Assurance Staff Pension Scheme and the Scottish Provident Institution Staff Pension Fund have a 40% equity and 60% bonds benchmark and were invested closely in line with this at 31 December 2010.
In the final quarter of 2010, as a result of funding negotiations between the Company and the schemes, contributions of £860m were made by the Company. A further strategy review is in progress to enable these assets to be invested appropriately.
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 | |||
| 2010 £m | 2010 % | 2010 % | 2009 £m | 2009 % | 2009 % |
UK equities | 1,009 | 15 | 7.8 | 1,045 | 20 | 8.1 |
Overseas equities | 1,196 | 18 | 8.1 | 1,027 | 20 | 8.5 |
Corporate bonds | 1,404 | 22 | 5.2 | 1,503 | 29 | 6.2 |
Government fixed interest bonds | 1,515 | 23 | 4.4 | 686 | 13 | 3.9 |
Government index linked bonds | 869 | 13 | 4.4 | 664 | 13 | 3.9 |
Property funds | 77 | 1 | 6.2 | 58 | 1 | 6.3 |
Cash | 187 | 3 | 4.7 | 177 | 3 | 4.1 |
Other assets | 299 | 5 | 8.0 | 88 | 1 | 8.3 |
6,556 | 100 | 6.1 | 5,248 | 100 | 6.4 |
Company | ||||||
Fair value of scheme assets | Expected rate of return | Fair value of scheme assets | Expected rate of return | |||
| 2010 £m | 2010 % | 2010 % | 2009 £m | 2009 % | 2009 % |
UK equities | 1,006 | 15 | 7.8 | 760 | 20 | 8.1 |
Overseas equities | 1,194 | 18 | 8.1 | 757 | 20 | 8.5 |
Corporate bonds | 1,403 | 22 | 5.2 | 1,169 | 30 | 6.2 |
Government fixed interest bonds | 1,515 | 23 | 4.4 | 438 | 11 | 3.9 |
Government index linked bonds | 869 | 13 | 4.4 | 536 | 14 | 3.9 |
Property funds | 77 | 1 | 6.2 | - | - | 6.3 |
Cash | 183 | 3 | 4.7 | 169 | 4 | 4.1 |
Other assets | 294 | 5 | 8.0 | 54 | 1 | 8.3 |
6,541 | 100 | 6.1 | 3,883 | 100 | 6.4 |
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 2010 and 2009 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 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 2009
| Group | |||||
Quoted prices in active markets | Internal models based on market observable data |
Total | ||||
Category of plan assets | £m | % | £m | % | £m | % |
UK equities | 1,045 | 21 | - | - | 1,045 | 21 |
Overseas equities | 1,027 | 20 | - | - | 1,027 | 20 |
Corporate bonds | 1,503 | 30 | - | - | 1,503 | 30 |
Government fixed interest bonds | 686 | 13 | - | - | 686 | 13 |
Government index linked bonds | 664 | 13 | - | - | 664 | 13 |
Property funds | - | - | 58 | 1 | 58 | 1 |
Other | - | - | 88 | 2 | 88 | 2 |
Total | 4,925 | 97 | 146 | 3 | 5,071 | 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 |
At 31 December 2009
Company | ||||||
Quoted prices in active markets | Internal models based on market observable data |
Total | ||||
Category of plan assets | £m | % | £m | % | £m | % |
UK equities | 760 | 21 | - | - | 760 | 21 |
Overseas equities | 757 | 20 | - | - | 757 | 20 |
Corporate bonds | 1,169 | 32 | - | - | 1,169 | 32 |
Government Fixed Interest | 438 | 12 | - | - | 438 | 12 |
Government Index Linked | 536 | 14 | - | - | 536 | 14 |
Other | - | - | 54 | 1 | 54 | 1 |
Total | 3,660 | 99 | 54 | 1 | 3,714 | 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 | ||
2010 % | 2009 % | 2008 % | |
To determine benefit obligations: | |||
- Discount rate for scheme liabilities | 5.4 | 5.8 | 6.4 |
- General price inflation | 3.5 | 3.4 | 3.0 |
- General salary increase | 3.5 | 3.4 | 3.5 |
- Expected rate of pension increase | 3.4 | 3.3 | 3.0 |
To determine net periodic benefit cost: | |||
- Discount rate | 5.8 | 6.4 | 5.8 |
- Expected rate of pension increase | 3.4 | 3.0 | 3.5 |
- Expected rate of return on plan assets | 6.1 | 6.4 | 6.7 |
Medical cost trend rates: | |||
- Initial rate | 6.0 | 5.5 | 6.0 |
- Ultimate rate | 6.0 | 4.5 | 4.5 |
- Year of ultimate rate | 2013 | 2013 | 2013 |
Years | Years | Years | |
Longevity at 60 for current pensioners, on the valuation date: | |||
- Males | 28.7 | 27.6 | 27.5 |
- Females | 29.3 | 30.0 | 29.9 |
Longevity at 60 for future pensioners currently aged 40, on the valuation date: | |||
- Males | 31.0 | 29.7 | 29.6 |
- Females | 30.9 | 31.3 | 31.2 |
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.
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 2010 is assumed to live for, on average, 28.7 years in the case of a male and 29.3 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 year, offset by actual returns during the year. Year-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) | |||
| 2010 £m | 2009 £m | |
Discount rate | Change in pension obligation at year end from a 25 bps increase | (370) | (345) |
Change in pension cost for the year from a 25 bps increase | (5) | (6) | |
General price inflation | Change in pension obligation at year end from a 25 bps increase | 359 | 332 |
Change in pension cost for the year from a 25 bps increase | 19 | 21 | |
Expected rate of return on plan assets | Change in pension cost for the year from a 25 bps increase | 17 | 13 |
Mortality | Change in pension obligation at year end from each additional year of longevity assumed | 193 | 141 |
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 |
2011 | 218 |
2012 | 233 |
2013 | 249 |
2014 | 266 |
2015 | 284 |
Five years ended 2020 | 1,744 |
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.
The agreed schedule of the Group's contributions to the schemes is as set out below:
Year ending 31 December: | £m |
2011 | 209 |
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, £174m (2009: £814m, 2008: £970m) 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 2006 and is being updated to 31 December 2010 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 (2009: £1m) 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 (2009: £1m).
38. Contingent liabilities and commitments
The estimated maximum exposure in respect of contingent liabilities and commitments granted is:
Group | Company | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Guarantees given to subsidiaries | - | - | 121,241 | 156,580 |
Guarantees given to third parties | 210 | 194 | 82 | - |
Formal standby facilities, credit lines and other commitments with original term to maturity of: | ||||
- One year or less | 3,289 | 5,570 | 2,584 | 3,423 |
- More than one year | 24,388 | 4,982 | 4,682 | 1,738 |
Other contingent liabilities | 8 | 8 | 8 | 8 |
27,895 | 10,754 | 128,597 | 161,749 |
Financial Services Compensation Scheme
The Financial Services Compensation Scheme ('FSCS'), the UK's statutory fund of last resort for customers of authorised financial services firms, pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the industry. In relation to protected deposits, each deposit-taking institution contributes towards these 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), subject to annual maxima set by the UK Financial Services Authority. In addition, the FSCS has the power to raise levies ('exit levies') on firms who have ceased to participate in the scheme and are in the process of ceasing to be authorised for the amount that the firm would otherwise have been asked to pay during the relevant levy year. The FSCS also has the power to raise exit levies on such firms which look at their potential liability to pay levies in future years.
FSCS has borrowed from HM Treasury to fund the compensation costs associated with Bradford & Bingley, Heritable Bank, Kaupthing Singer & Friedlander, Landsbanki 'Icesave' and London Scottish Bank plc. These borrowings are on an interest-only basis until 31 March 2012. The annual limit on the FSCS interest and management expenses levy for the period September 2008 to March 2012 in relation to these institutions has been capped at £1bn per annum.
The FSCS will receive funds from asset sales, surplus cash flow, or other recoveries in relation to these institutions which will be used to reduce the principal amount of the FSCS's borrowings. After the interest only period a schedule for repayment of any outstanding borrowings will be agreed between the FSCS and HM Treasury in the light of market conditions at that time and the FSCS will begin to raise compensation levies (principal repayments). No provision has been made for these levies as the amount is not yet known. The Group has accrued £87m for its share of FSCS management expenses levies for the 2010/11 and 2011/12 scheme years.
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 £71m at the balance sheet exchange rate (2009: £74m). At 31 December 2010, additional interest in relation to the demand could amount to £35m at the balance sheet exchange rate (2009: £34m). A favourable judgement 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 tax authorities. Abbey National Treasury Services plc is appealing that ruling.
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 totalling £33,765m at 31 December 2010 (2009: £37,525m) are offset by a contractual right to receive stock under other contractual agreements.
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 | |||
| 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Rental commitments under non-cancellable operating leases expiring: | ||||
- No later than 1 year | 78 | 115 | 71 | 94 |
- Later than 1 year but no later than 5 years | 262 | 384 | 236 | 322 |
- Later than 5 years | 273 | 470 | 248 | 412 |
613 | 969 | 555 | 828 |
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 | |||
2010 £m | 2009 £m | 2008 £m | |
In respect of minimum rentals | 108 | 116 | 107 |
Less: sub-lease rentals | - | - | (1) |
108 | 116 | 106 |
Included in the above Group rental expense was £14m (2009: £9m) relating to contingent rent expense.
Appropriate provisions are maintained to cover the above matters.
39. Share capital and other equity instruments
Group and Company |
| ||
2010 £m | 2009 £m |
| |
Ordinary share capital | 3,105 | 2,412 | |
£300m fixed/floating rate non-cumulative callable preference shares | 300 | - | |
£300m Step-up Callable Perpetual Reserve Capital Instruments | 297 | 297 | |
£300m Step Up Callable Perpetual Preferred Securities | 297 | - | |
3,999 | 2,709 |
|
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 2009 | 1,148 | - | 325 | - | - | 1,473 |
Shares issued | 1,264 | - | - | - | - | 1,264 |
At 31 December 2009 | 2,412 | - | 325 | - | - | 2,737 |
Shares issued | 693 | 300 | - | - | - | 993 |
At 31 December 2010 | 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 | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
At 1 January | 1,857 | 3,121 | 1,857 | 1,857 |
Shares issued | 3,763 | - | 3,763 | - |
Transfer to ordinary shares | - | (1,264) | - | - |
At 31 December | 5,620 | 1,857 | 5,620 | 1,857 |
The Company has one class of ordinary shares which carry 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 49 and will be used to support organic and inorganic growth.
On 9 January 2009, in order to optimise the capital, liquidity funding and overall financial efficiency of the enlarged Santander group, Banco Santander, S.A. transferred all of its Alliance & Leicester plc shares to the Company in exchange for 12,631,375,230 newly issued ordinary shares of the Company of £0.10 each. The Group accounted for the transfer of Alliance & Leicester plc with effect from 10 October 2008 in a manner consistent with the requirements of group reconstruction relief under UK GAAP. The fair value of Alliance & Leicester plc's tangible and intangible net assets transferred was accounted for by the Group as a capital contribution on 10 October 2008. This was transferred to ordinary share capital on 9 January 2009 when the shares were actually issued.
£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 Companythen 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 48. 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. Dividends
Ordinary dividends declared and authorised during the year were as follows:
Group | Group | |||||
| 2010 Pence per share | 2009 Pence per share | 2008 Pence per share | 2010 £m | 2009 £m | 2008 £m |
Ordinary shares (equity): | ||||||
In respect of current year - first interim | 1.29 | 2.07 | 15.14 | 400 | 500 | 225 |
In respect of current year - second interim | 1.21 | - | 1.96 | 375 | - | 225 |
2.50 | 2.07 | 17.10 | 775 | 500 | 450 |
In addition, £19m of dividends were declared and paid on the £300m fixed/floating rate non-cumulative callable preference shares that were issued during the year and £21m (2009: £21m) of dividends were declared and paid on the Step-up Callable Perpetual Reserve Capital Instruments.
41. Non-controlling interests
Group | ||
| 2010 £m | 2009 £m |
Non-controlling interest in subsidiary | - | 125 |
£300m Step-up Callable Perpetual Preferred Securities | - | 297 |
£300m Fixed/Floating Rate Non-cumulative Callable Preference Shares | - | 294 |
- | 716 |
Non-controlling interests represented the 49% shareholding in Santander Private Banking UK Limited not owned by the Company, Perpetual Preferred securities issued by Alliance & Leicester plc, a subsidiary of the Company, and preference shares issued by Alliance & Leicester plc. During 2010, the Company acquired the 49% shareholding in Santander Private Banking UK Limited it did not own (by way of the purchase of 100% of its holding company, Santander PB UK (Holdings) Limited), as described in Note 49.
£300m Step-up Callable Perpetual Preferred Securities
The £300m Step-up Callable Perpetual Preferred securities issued by Alliance & Leicester plc were perpetual securities and paid a coupon on 22 March each year. At each payment date, Alliance & Leicester plc could decide whether to declare or defer the coupon indefinitely. If a coupon were deferred then Alliance & Leicester plc could not pay a dividend on any share until it next made a coupon payment. Alliance & Leicester plc could be obliged to make payment in the event of winding up. The coupon was 5.827% per annum until 22 March 2016.
Thereafter the coupon stepped 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 securities were redeemable at the option of Alliance & Leicester plc on 22 March 2016 or on each payment date thereafter. No such redemption could be made without the consent of the UK Financial Services Authority. The Perpetual Preferred securities issued by Alliance & Leicester plc 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 48. As a result, the instruments were reclassified from non-controlling interests to equity.
£300m Fixed/Floating Rate Non-cumulative Callable Preference Shares
On 24 May 2006, Alliance & Leicester plc issued £300m fixed/floating rate non-cumulative callable preference shares, resulting in net proceeds of £294m. The preference shares entitled the holders to a fixed non-cumulative dividend, at the discretion of Alliance & Leicester plc, of 6.22% per annum payable annually from 24 May 2007 until 24 May 2019 and quarterly thereafter at a rate of 1.13% per annum above three month sterling LIBOR. The preference shares were redeemable only at the option of Alliance & Leicester plc on 24 May 2019 or on each quarterly dividend payment date thereafter. No such redemption could be made without the consent of the UK Financial Services Authority.
On 28 April 2010, the £300m fixed/floating rate non-cumulative callable preference shares previously issued by Alliance & Leicesterplc were redeemed, as described in Note 39.
Movements in non-controlling interests were as follows:
Group | ||
| 2010 £m | 2009 £m |
At 1 January | 716 | 711 |
Reclassifications | (297) | - |
Purchase of non-controlling interest | (147) | - |
Redemptions | (294) | - |
Share of profit | 39 | 55 |
Distributions | (17) | (50) |
At 31 December | - | 716 |
42. Cash flow statement
a) Reconciliation of profit after tax to net cash inflow/(outflow) from operating activities:
Group | Company | |||||
| 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2008 £m |
Profit for the year | 1,583 | 1,245 | 819 | 1,391 | 747 | 1,328 |
Non-cash items included in net profit | ||||||
Depreciation and amortisation | 275 | 260 | 202 | 185 | 132 | 81 |
(Increase)/decrease in prepayments and accrued income | (43) | 262 | (126) | (243) | 1,024 | (902) |
Increase/(decrease) in accruals and deferred income | 1,212 | (2,171) | 346 | 1,425 | (2,016) | 1,260 |
Profit on sale of subsidiary and associated undertakings | (39) | - | (40) | - | - | - |
Amortisation of discounts on debt securities | - | (8) | (21) | - | - | - |
Provisions for liabilities and charges | 129 | 56 | 17 | 130 | 41 | 16 |
Impairment losses | 746 | 897 | 394 | 829 | 830 | 302 |
Corporation tax charge | 542 | 445 | 275 | 247 | 288 | 126 |
Other non-cash items | 314 | 235 | 250 | 7 | (506) | 1,155 |
4,719 | 1,221 | 2,116 | 3,971 | 540 | 3,366 |
Group | Company | |||||
Changes in operating assets and liabilities | 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2008 £m |
Net increase in cash and balances held at central banks | (14) | - | - | (47) | - | - |
Net (increase)/decrease in trading assets | (1,453) | (1,636) | 9,398 | - | - | - |
Net (increase)/decrease in derivative assets | (1,550) | 12,298 | (23,096) | (455) | 196 | (2,046) |
Net decrease/(increase) in financial assets designated at fair value | 5,609 | (981) | 465 | 32,020 | 10,218 | (39,863) |
Net decrease/(increase) in loans and advances to banks & customers | 2,810 | (3,008) | (16,959) | (66,921) | (10,146) | (38,835) |
Net decrease/(increase) in other assets | 837 | 1,103 | (189) | (172) | 835 | 108 |
Net increase/(decrease) in deposits by banks and customers | 5,705 | 6,647 | (3,652) | 40,146 | (2,731) | 123,614 |
Net increase/(decrease) in derivative liabilities | 3,442 | (8,847) | 16,979 | (2,253) | (2,041) | 4,342 |
Net (decrease)/increase in trading liabilities | (3,323) | 5,533 | (14,054) | - | (739) | 739 |
Net (decrease)/increase in financial liabilities designated at fair value | (723) | (1,238) | (3,284) | 24 | - | - |
Net (decrease)/increase in debt securities in issue | (1,258) | (3,077) | 5,027 | 6,238 | 1 | - |
Net decrease in other liabilities | (2,286) | (1,369) | (807) | (447) | (656) | (586) |
Effects of exchange rate differences | (1,000) | (3,719) | 6,569 | (27) | (268) | 897 |
Net cash flow from/(used in) operating activities before tax | 11,515 | 2,927 | (21,487) | 12,077 | (4,791) | 51,736 |
Income tax (paid)/received | (131) | 2 | 43 | (99) | 21 | 80 |
Net cash flow from/(used in) operating activities | 11,384 | 2,929 | (21,444) | 11,978 | (4,770) | 51,816 |
b) Analysis of the balances of cash and cash equivalents in the balance sheet
Group | Company | |||||
| 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2008 £m |
Cash and balances with central banks | 26,502 | 4,163 | 4,017 | 21,408 | 3,266 | 2,456 |
Less: regulatory minimum cash balances (See Note 12) | (198) | (184) | (171) | (185) | (138) | (114) |
26,304 | 3,979 | 3,846 | 21,223 | 3,128 | 2,342 | |
Debt securities | 2,604 | 1,966 | 5,208 | - | - | - |
Net trading other cash equivalents | 13,814 | 13,708 | 6,295 | - | - | - |
Net non trading other cash equivalents | 2,778 | 6,711 | 12,326 | 45,450 | 52,270 | 58,861 |
Cash and cash equivalents | 45,500 | 26,364 | 27,675 | 66,673 | 55,398 | 61,203 |
c) Sale of subsidiaries
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, 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.
On 8 December 2008, the Group completed the disposal of Porterbrook, its rolling stock leasing business, by the sale of 100% of Porterbrook Leasing Company Limited and its subsidiaries to a consortium of investors including Antin Infrastructure Partners (the BNP Paribas sponsored infrastructure fund), Deutsche Bank and Lloyds Banking Group plc, for a cash consideration of approximately £1.6bn, with the Group providing £0.6bn medium term, senior loan funding to the acquisition vehicle.
The net assets disposed of consisted of:
Group | |||
Net assets disposed of: | 2010 £m | 2009 £m | 2008 £m |
Loans and advances to banks | 50 | - | - |
Loans and advances to customers | 518 | - | - |
Property, plant & equipment | 1 | - | 2,134 |
Current tax accounts | - | - | 8 |
Other assets | 4 | - | 60 |
Deposits by banks | (26) | - | (8) |
Deposits by customers | (222) | - | - |
Other liabilities | (7) | - | (163) |
Other provisions | (1) | - | (2) |
Current tax liabilities | (10) | - | (19) |
Deferred tax liabilities | (96) | - | (446) |
Retirement benefit obligations | - | - | 1 |
211 | - | 1,565 | |
Profit on disposal | 39 | - | 40 |
250 | - | 1,605 | |
Satisfied by: | |||
Cash and cash equivalents | 250 | - | 1,605 |
Less: Cash and cash equivalents in subsidiaries sold | - | - | - |
Net cash inflow of sale | 250 | - | 1,605 |
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 49.
Transfer of Alliance & Leicester and the acquisition of the Bradford & Bingley savings business in 2008
2008 | Group | ||
Net assets acquired: | Alliance & Leicester £m | Bradford & Bingley savings business £m | Total
£m |
Assets | |||
Cash and balances at central banks | 666 | 18,613 | 19,279 |
Derivative financial instruments | 2,111 | - | 2,111 |
Financial assets designated at fair value | 492 | - | 492 |
Loans and advances to banks | 423 | 1,549 | 1,972 |
Loans and advances to customers | 50,349 | - | 50,349 |
Available-for-sale securities | 1,658 | 3 | 1,661 |
Loans and receivables securities | 14,253 | - | 14,253 |
Intangible assets | 17 | 4 | 21 |
Property, plant and equipment | 273 | 44 | 317 |
Other assets | 2,051 | 449 | 2,500 |
Liabilities | |||
Deposits by banks | (10,216) | - | (10,216) |
Deposits by customers | (39,765) | (20,434) | (60,199) |
Derivative financial instruments | (933) | - | (933) |
Financial liabilities designated at fair value | (1,421) | - | (1,421) |
Debt securities in issue | (17,146) | - | (17,146) |
Subordinated liabilities | (1,296) | - | (1,296) |
Other liabilities | (1,009) | (11) | (1,020) |
Net identified assets and liabilities | 507 | 217 | 724 |
Goodwill | 774 | 395 | 1,169 |
Consideration | 1,281 | 612 | 1,893 |
Satisfied by: | |||
Cash and cash equivalents | - | 612 | 612 |
Less: Cash and cash equivalents in businesses acquired | (666) | (18,613) | (19,279) |
Net cash inflow acquired | (666) | (18,001) | (18,667) |
On 9 January 2009, in order to optimise the capital, liquidity funding and overall financial efficiency of the enlarged Santander group, Banco Santander, S.A. transferred all of its Alliance & Leicester plc shares to the Company in exchange for 12,631,375,230 newly issued ordinary shares of the Company. There was no other consideration. Accordingly, the Company is now the immediate parent company of Alliance & Leicester plc.
The transfer of Alliance & Leicester plc to the Company from Banco Santander, S.A. in exchange for ordinary shares of the Company represents a combination of entities under common control. Transactions between entities under common control are outside the scope of IFRS 3 - Business Combinations, and there is no other guidance for such situations under IFRS. In the absence of authoritative guidance under IFRS, the transfer has been accounted for by the Group in a manner consistent with group reconstruction relief under UK GAAP. As a result, the transfer of Alliance & Leicester plc has been accounted for by the Group with effect from 10 October 2008, the date on which Banco Santander, S.A. acquired Alliance & Leicester plc.
In September 2008, following the announcement by HM Treasury to take Bradford & Bingley plc into public ownership, the retail deposits, branch network and its related employees transferred, under the provisions of the UK Banking (Special Provisions) Act 2008, to the Company. All of Bradford & Bingley plc's customer loans and treasury assets, including all its mortgage assets, were taken into public ownership. The transfer to the Company consisted of the £20bn retail deposit base with 2.7 million customers, as well as Bradford & Bingley plc's direct channels including 197 retail branches, 141 agencies (distribution outlets in third party premises) and related employees. The acquisition price was £612m, including the transfer of £208m of capital relating to offshore entities.
43. Assets charged as security for liabilities and collateral accepted as security for assets
a) Financial assets pledged to secure liabilities:
Group | ||
2010 £m | 2009 £m | |
Treasury bills and other eligible securities | 36,132 | 38,767 |
Cash | 1,915 | 2,088 |
Loans and advances to customers - securitisations and covered bonds | 85,038 | 73,629 |
Debt securities | 34,960 | 26,265 |
Equity securities | 543 | - |
158,588 | 140,749 |
These transactions are conducted under terms that are usual and customary to collateralised transactions, including, where relevant, standard securities lending and repurchase agreements.
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 2010 was £71,510m (2009: £65,683m).
Securitisations and covered bonds
The Company and certain of its subsidiaries enter into securitisation transactions whereby portfolios of residential mortgage 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 2010 £61,598m (2009: £58,479m) of residential mortgage loans were so assigned by the Group and £75,267m (2009: £75,282m) by the Company.
The Company and certain of its subsidiaries have also established covered bond programmes, whereby securities are issued to investors and are secured by a pool of ring-fenced residential mortgages. At 31 December 2010 £23,440m (2009: £15,150m) of residential mortgage loans had been so secured by the Group and £23,440m (2009: £15,150m) by the Company.
Derivatives business
Collateral is also provided in the normal course of derivative business to counterparties. At 31 December 2010 £1,866m (2009: £2,021m) of such collateral in the form of cash had been provided by the Group and £119m (2009: £21m) by the Company.
Defined benefit pension schemes
As part of arrangements relating to the funding of the Group's defined benefit pension schemes, £174m (2009: £814m) of assets have been pledged to cover the Group's obligations.
b) Collateral held as security for assets:
These transactions are conducted under terms that are usual and customary to standard securities borrowing and reverse repurchase agreements.
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 2010 the fair value of such collateral received was £48,420m (2009: £60,140m). Of the collateral received £48,420m (2009: £60,140m) was sold or repledged. The subsidiaries have an obligation to return collateral that they have sold or pledged with a fair value of £48,420m (2009: £60,140m).
Structured transactions
As part of structured transactions entered into by subsidiaries of the Company, assets are received as collateral. At 31 December 2010, the fair value of such collateral received was £nil (2009: £253m). Of the collateral received £nil (2009: £nil) was sold or repledged. The subsidiaries have an obligation to return collateral that they have sold or pledged with a fair value of £nil (2009: £nil).
44. Share-based compensation
The Group operates share schemes and arrangements for eligible employees. The main current schemes are the Sharesave Schemes and the Long Term Incentive Plan. The Group's other current arrangement and scheme, respectively, are free shares awarded to eligible employees and partnership shares. In addition, 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 £2m (2009: £7m, 2008: £3m), none of which had vested at 31 December 2010 (2009: nil). Cash received from the exercise of share options and the actual tax benefits realised from tax deductions were £2m (2009: £1m, 2008: £14m) and £nil (2009:£nil, 2008: £4m), respectively.
The main current schemes are:
Sharesave Schemes
The Group launched its third HM Revenue & Customs approved Sharesave Scheme under Banco Santander, S.A. ownership in September 2010. The first two Sharesave Schemes were launched in September 2008 and 2009 under similar terms as the 2010 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, five or seven 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. Almost all the options granted under those schemes have now been exercised or forfeited. The remaining options outstanding under those Sharesave schemes are included in the disclosures below.
The fair value of each Sharesave option for 2010, 2009 and 2008 has been estimated at the date of acquisition or grant using a partial differential equation model with the following assumptions:
2010 | 2009 | 2008 | |
Risk free interest rate | 1.7%-5.2% | 2.5%-3.5% | 2.9%-6.5% |
Dividend growth | 8% | 10% | 10% |
Expected volatility of underlying shares based upon historical volatility over five years | 20.3%-39.4% | 29.0%-34.4% | 20.2%-29.6% |
Expected lives of options granted under 3, 5 & 7 year schemes | 3, 5 & 7 years | 3, 5 & 7 years | 3, 5 & 7 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.
Sharesave Schemes |
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 | 8,927 | 7.09 |
Sharesave Schemes |
Number of options '000s | Weighted average exercise price £ |
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 | 8,713 | 7.24 |
2008 | ||
Options outstanding at the start of the year | 5,684 | 3.18 |
Options granted during the year | 5,197 | 7.69 |
Options exercised during the year | (4,507) | 3.07 |
Options forfeited during the year | (231) | 5.91 |
Options expired during the year | (1) | 8.07 |
Options outstanding at the end of the year | 6,142 | 7.00 |
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 £1.70 (2009: £3.09, 2008: £2.75). The weighted average share price at the date the share options were exercised was £8.01 (2009: £8.27, 2008: £9.93).
The following table summarises the range of exercise prices and weighted average remaining contractual life of the options outstanding at 31 December 2010 and 2009.
Options outstanding | ||
Range of exercise prices | Weighted average remaining contractual life years | Weighted average exercise price £ |
2010 | ||
Between £3 and £4 | 1 | 3.84 |
Between £6 and £7 | 5 | 6.46 |
Between £7 and £8 | 3 | 7.48 |
2009 | ||
Between £3 and £4 | 1 | 3.13 |
Between £7 and £8 | 3 | 7.46 |
Long Term Incentive Plan
Under the Santander Long-Term Incentive Plans granted on 1 July 2010, 1 July 2009, 21 June 2008 and 31 July 2007, certain Executive Directors, Key Management Personnel (as defined in Note 45) 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 (PI09) and the second cycle having a standard three year term (PI10). The first cycle (PI09) vested in July 2009, the second cycle (PI10) vested in July 2010. In June 2008, June 2009 and July 2010 the third, fourth and fifth cycles of the performance share plan (PI11, PI12, and PI13 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 PI12, 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 PI10 and PI11, 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 PI12 and PI13, 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:
Banco Santander, S.A.'s place in the TSR ranking | Percentage of maximum shares to be delivered % |
1st to 5th | 100.0 |
6th | 82.5 |
7th | 65.0 |
8th | 47.5 |
9th | 30.0 |
10th 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 PI09 and PI10 matured in 2009 and 2010, 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 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 2010 and 2009.
Long Term Incentive Plan | Number of awards 000s |
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 |
2009 | |
Conditional awards outstanding at the beginning of the year | 4,680 |
Conditional awards granted during the year | 2,274 |
Conditional awards exercised during the year | (1,068) |
Conditional awards forfeited or cancelled during the year | (175) |
Conditional awards outstanding at the end of the year | 5,711 |
See Note 46 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 £4.79 (2009: £3.85). At 31 December 2010, the weighted average remaining contractual life was two years (2009: two years).
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. 601,014 shares remained outstanding at 31 December 2010.
In addition, arrangements remain outstanding under the following closed schemes:
Executive Share Option scheme
The Executive Share Option scheme is a closed scheme, which is a legacy of Abbey National plc share-based payment arrangements. Options granted under the Executive Share Option scheme are generally exercisable between the third and tenth anniversaries of the grant date, provided that certain performance criteria are met.
The fair value of each option under the Executive Share Option scheme was estimated at the date of acquisition or grant using the same methodology used to value the Sharesave options. The expected lives of options granted have been estimated as 10 years (2009: 10 years, 2008: 10 years).
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.
Executive Share Option scheme | Number of options '000s | Weighted average Exercise price £ |
2010 | ||
Options outstanding and exercisable at the start and end of the year | 12 | 4.54 |
2009 | ||
Options outstanding and exercisable at the start and end of the year | 12 | 4.54 |
2008 | ||
Options outstanding at the start of the year | 144 | 4.15 |
Options exercised during the year | (11) | 4.14 |
Options forfeited during the year | (121) | 4.11 |
Options outstanding at the end of the year | 12 | 4.54 |
Options exercisable at the end of the year | 12 | 4.54 |
No share options were granted in 2010, 2009 and 2008. No share options were exercised in 2010 or 2009. The weighted average share price at the date the share options were exercised in 2008 was £9.93.
The following table summarises the range of exercise prices and weighted average remaining contractual life of the options outstanding at 31 December 2010 and 2009.
Options outstanding | ||
Range of exercise prices | Weighted average remaining contractual life years | Weighted average exercise price £ |
2010 | ||
Between £4 and £5 | 3 | 4.54 |
2009 | ||
Between £4 and £5 | 4 | 4.54 |
A&L Share Incentive Plan ('A&L SIP')
The A&L SIP is a closed scheme, which is a legacy of Alliance & Leicester plc share-based payment arrangements. The A&L SIP was 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 48.
Prior to Alliance & Leicester plc's acquisition by Banco Santander, S.A., the A&L SIP was available to all Alliance & Leicester group eligible employees. Participants could elect to invest up to £125 per month from pre-tax salary to purchase shares at the prevailing market price. Shares are held in trust for the participants and can be released from trust after five years free of income tax and national insurance contributions. On the acquisition of Alliance & Leicester plc by Banco Santander, S.A., Alliance & Leicester plc shares held in the A&L SIP were converted to Banco Santander, S.A. shares on the same basis as was applicable to all other shareholders. These shares remain in the A&L SIP Trust under the terms of the A&L SIP rules. The vesting of awards under the A&L SIP depends on continued employment with the Banco Santander, S.A. group.
195,454 A&L SIP partnership shares were issued prior to acquisition, at the then prevailing market value of Alliance & Leicester plc shares, at a weighted average price of 428p per share. 114,762 A&L SIP partnership shares remained outstanding at 31 December 2010. No SIP partnership shares have been issued since acquisition.
45. Directors' emoluments and interests
Ex gratia pensions paid to former Directors of the Company in 2010, which have been provided for previously, amounted to £14,211 (2009: £22,341, 2008: £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 | ||
2010 | 3 | 678 |
2009 | 2 | 835 |
* 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.
46. 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.
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 | ||
Loans at 1 January | 4 | 838 |
Net movements in the year | (1) | (160) |
Loans at 31 December | 3 | 678 |
Deposit, bank and instant access accounts and investments | ||
Deposits, bank instant access accounts and investments at 1 January | 15 | 7,379 |
Net movements in the year | (2) | 2,721 |
Deposit, bank and instant access accounts and investments at 31 December | 13 | 10,100 |
(1) Other Key Management Personnel are defined as the Board and the Executive Committee of the Company who served during the year.
(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 |
Life assurance policies | ||
Life assurance policies at 1 January | 3 | 1,888 |
Net movements in the year | (3) | (1,888) |
Life assurance policies at 31 December(2) | - | - |
2009 | 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 | ||
Loans outstanding at 1 January | 5 | 647 |
Net movements in the year | (1) | 191 |
Loans outstanding at 31 December | 4 | 838 |
Deposit, bank and instant access accounts and investments | ||
Deposits, bank instant access accounts and investments at 1 January | 16 | 4,463 |
Net movements in the year | (1) | 2,916 |
Deposit, bank and instant access accounts and investments at 31 December | 15 | 7,379 |
Life assurance policies | ||
Life assurance policies at 1 January | 1 | 1,026 |
Net movements in the year | 2 | 862 |
Life assurance policies at 31 December | 3 | 1,888 |
(1) Other Key Management Personnel are defined as the Board and the Executive Committee of the Company who served during the year.
(3) 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 2010, no Directors undertook sharedealing transactions through the Group's execution only stockbroker (2009: one Director) with an aggregate net value of £nil (2009: £269,561). Any transactions were on normal business terms and standard commission rates were payable.
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 141.
Key management compensation | 2010 £ | 2009 £ | 2008 £ |
Short-term employee benefits | 9,388,377 | 12,172,113 | 13,016,060 |
Post employment benefits | 342,575 | 319,319 | 306,902 |
Other long term benefits | - | - | - |
Termination benefits | - | 1,162,500 | - |
Share-based payments | 1,745,747 | 2,192,509 | 1,572,973 |
11,476,699 | 15,846,441 | 14,895,935 |
c) Santander Long-Term Incentive Plan and FSA Remuneration Code
In 2010, one Executive Director (2009: four, 2008: two) and six Other Key Management Personnel (2009: six, 2008: six) were granted conditional awards of shares in Banco Santander, S.A. under the Santander Long-Term Incentive Plan for a total fair value of £610,656 (2009: £1,605,268) based on a share price on 1 July 2010 of euro 5.57 (2009: euro 8.14). The value attributable to the current year of these conditional awards is included in share based payments above. 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 45) 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 will vest 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.
Following publication of the UK Financial Services Authority Revised Remuneration Code (the 'Code'), the Company operates a remuneration policy, designed to promote effective risk management, applicable to all employees including a number of senior staff whose professional activities have a material impact on the Company's risk profile (known as 'Code Staff'). In accordance with the Code, an element of the 2010 variable remuneration of Code Staff was deferred. For Code Staff earning more than £500,000 in variable remuneration (comprising the annual bonus and Long Term Incentive Plan), at least 60% was deferred and for Code Staff earning less than £500,000 in variable remuneration, at least 40% was deferred, both for a period of three years.
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 Santander Shareholder Department, 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 | |||||||
| 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2010 £m | 2009 £m |
Parent company | (326) | (99) | (537) | 96 | 47 | 509 | 2,593 | 7,809 | (3,919) | (2,965) |
Fellow subsidiaries | (325) | (563) | (383) | 674 | 412 | 377 | 331 | 7,113 | (3,639) | (4,567) |
Associates | (40) | (26) | (23) | - | 1 | 2 | - | 2,092 | - | (13) |
(691) | (688) | (943) | 770 | 460 | 888 | 2,924 | 17,014 | (7,558) | (7,545) |
Company | ||||||||||
Interest, fees and other income received | Interest, fees and other expenses paid | Amounts owed by related parties | Amounts owed to related parties | |||||||
2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2008 £m | 2010 £m | 2009 £m | 2010 £m | 2009 £m | |
Parent company | (4) | (32) | (55) | 66 | 5 | - | 10 | 1 | (1,424) | (632) |
Subsidiaries | (3,284) | (4,229) | (6,654) | 5,278 | 6,399 | 8,312 | 125,737 | 149,175 | (186,387) | (184,460) |
Fellow subsidiaries | (243) | (224) | (261) | 476 | 307 | 253 | 215 | 71 | (2,340) | (1,839) |
Associates | - | - | (2) | - | - | - | - | 1 | - | - |
(3,531) | (4,485) | (6,972) | 5,820 | 6,711 | 8,565 | 125,962 | 149,248 | (190,151) | (186,931) |
The balances above include debt securities in issue and non-controlling interests held by related parties. In addition, transactions with pension schemes operated by the Group are described in Note 37.
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 49.
During the year, euro 3,265m (2009: euro 225m) of the Group's holdings of AAA-rated prime mortgage-backed securities were sold to Banco Santander, S.A. (2009: sold to the issuer, Banco Santander Totta, S.A.). Although Banco Santander, S.A. and Banco Santander Totta, S.A. are related parties of the Group, the transactions are considered to be commercial deals, 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 48.
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. Such transactions do not involve more than the normal risk of collectability or present any unfavourable features.
47. Events after the balance sheet date
None.
48. Transfer of the business of Alliance & Leicester plc to Santander UK 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 FSMA 2000. Following the transfer, the only business remaining in Alliance & Leicester plc is a small portfolio of corporate loans which are in the process of being transferred into Santander UK plc. 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 over 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:
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 Preference Scheme under Part 26 of the Companies Act, as described in Note 39.
49. Acquisitions and planned acquisitions
a) Acquisition of certain UK businesses owned by Banco Santander, S.A.
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, 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 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 which is a facility that offers preferential dealers funding 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 Ltd) 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 as of 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. The initial accounting for these transactions is incomplete given their recent closing dates.
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 remeasuring this equity interest at fair value on the date of acquisition. The gain is 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 Limitedfor £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) 318 branches 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 includes 311 Royal Bank of Scotland branches in England and Wales; seven 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. The long stop contractual date is 31 March 2012.
50. 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 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 | |||||
Investment in associates | - | - | - | - | - | - | 2 | 2 | |||||
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 | - | 74 | 1,155 | |||||
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- | 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 | financial assets/ liabilities | |||||
£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 | ||||
Deferred tax liabilities | - | - | - | - | - | - | - | - | ||||
Retirement benefit obligations | - | - | - | - | - | - | 177 | 177 | ||||
1,099 | - | 30 | - | - | 328,230 | 347 | 329,706 | |||||
Group | ||||||||||||
Held at fair value | Held at amortised cost | Non- | Total
| |||||||||
31 December 2009 | 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 & balances at central banks | - | - | - | - | 4,163 | - | - | 4,163 | ||||
Trading assets | 33,290 | - | - | - | - | - | - | 33,290 | ||||
Derivative financial instruments | 21,472 | 1,355 | - | - | - | - | - | 22,827 | ||||
Financial assets designated at FVTPL | - | - | 12,358 | - | - | - | - | 12,358 | ||||
Loans and advances to banks | - | - | - | - | 9,151 | - | - | 9,151 | ||||
Loans and advances to customers | - | - | - | - | 186,804 | - | - | 186,804 | ||||
Available-for-sale securities | - | - | - | 797 | - | - | - | 797 | ||||
Loans and receivables securities | - | - | - | - | 9,898 | - | - | 9,898 | ||||
Macro hedge of interest rate risk | - | - | - | - | 1,127 | - | - | 1,127 | ||||
Investment in associates | - | - | - | - | - | - | 75 | 75 | ||||
Intangible assets | - | - | - | - | - | - | 1,446 | 1,446 | ||||
Property, plant and equipment | - | - | - | - | - | - | 1,250 | 1,250 | ||||
Current tax assets | - | - | - | - | - | - | 85 | 85 | ||||
Deferred tax assets | - | - | - | - | - | - | 946 | 946 | ||||
Other assets | - | - | - | - | 999 | - | 75 | 1,074 | ||||
54,762 | 1,355 | 12,358 | 797 | 212,142 | - | 3,877 | 285,291 | |||||
Liabilities | ||||||||||||
Deposits by banks | - | - | - | - | - | 5,811 | - | 5,811 | ||||
Deposits by customers | - | - | - | - | - | 143,893 | - | 143,893 | ||||
Derivative financial liabilities | 16,775 | 2,188 | - | - | - | - | - | 18,963 | ||||
Trading liabilities | 46,152 | - | - | - | - | - | - | 46,152 | ||||
Financial liabilities designated at FVTPL | - | - | 4,423 | - | - | - | - | 4,423 | ||||
Debt securities in issue | - | - | - | - | - | 47,758 | - | 47,758 | ||||
Subordinated liabilities | - | - | - | - | - | 6,949 | - | 6,949 | ||||
Other liabilities | - | - | - | - | - | 2,263 | 60 | 2,323 | ||||
Provisions | - | - | - | - | - | - | 91 | 91 | ||||
Current tax liabilities | - | - | - | - | - | - | 300 | 300 | ||||
Deferred tax liabilities | - | - | - | - | - | - | 336 | 336 | ||||
Retirement benefit obligations | - | - | - | - | - | - | 1,070 | 1,070 | ||||
62,927 | 2,188 | 4,423 | - | - | 206,674 | 1,857 | 278,069 | |||||
Company | |||||||||||||
Held at fair value | Held at amortised cost | Non- | Total | ||||||||||
31 December 2009 | 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 & balances at central banks | - | - | - | - | 3,266 | - | - | 3,266 | |||||
Derivative financial instruments | 1,256 | 1,283 | - | - | - | - | - | 2,539 | |||||
Financial assets designated at FVTPL | - | - | 37,145 | - | - | - | - | 37,145 | |||||
Loans and advances to banks | - | - | - | - | 109,658 | - | - | 109,658 | |||||
Loans and advances to customers | - | - | - | - | 131,749 | - | - | 131,749 | |||||
Available-for-sale securities | - | - | - | 30 | - | - | - | 30 | |||||
Loans and receivables securities | - | - | - | - | 2 | - | - | 2 | |||||
Investment in subsidiaries | - | - | - | - | - | - | 7,038 | 7,038 | |||||
Investment in associates | - | - | - | - | - | - | 76 | 76 | |||||
Intangible assets | - | - | - | - | - | - | 552 | 552 | |||||
Property, plant and equipment | - | - | - | - | - | - | 561 | 561 | |||||
Deferred tax assets | - | - | - | - | - | - | 428 | 428 | |||||
Other assets | - | - | - | - | 513 | - | 138 | 651 | |||||
1,256 | 1,283 | 37,145 | 30 | 245,188 | - | 8,793 | 293,695 | ||||||
Liabilities | |||||||||||||
Deposits by banks | - | - | - | - | - | 116,414 | - | 116,414 | |||||
Deposits by customers | - | - | - | - | - | 159,187 | - | 159,187 | |||||
Derivative financial liabilities | 3,001 | 352 | - | - | - | - | - | 3,353 | |||||
Subordinated liabilities | - | - | - | - | - | 6,119 | - | 6,119 | |||||
Other liabilities | - | - | - | - | - | 1,611 | - | 1,611 | |||||
Provisions | - | - | - | - | - | - | 74 | 74 | |||||
Current tax liabilities | - | - | - | - | - | - | 92 | 92 | |||||
Retirement benefit obligations | - | - | - | - | - | - | 922 | 922 | |||||
3,001 | 352 | - | - | - | 283,331 | 1,088 | 287,772 | ||||||
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 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) |
Group | |||
31 December 2009 | Carrying value £m | Fair value £m | Surplus/(deficit) £m |
Assets | |||
Cash and balances at central banks | 4,163 | 4,163 | - |
Loans and advances to banks | 9,151 | 9,151 | - |
Loans and advances to customers | 186,804 | 192,164 | 5,360 |
Loans and receivables securities | 9,898 | 9,447 | (451) |
Liabilities | |||
Deposits by banks | 5,811 | 5,811 | - |
Deposits by customers | 143,893 | 144,608 | (715) |
Debt securities in issue | 47,758 | 47,483 | 275 |
Subordinated liabilities | 6,949 | 7,902 | (953) |
Company | |||
31 December 2009 | Carrying value £m | Fair value £m | Surplus/(deficit) £m |
Assets | |||
Cash and balances at central banks | 3,266 | 3,266 | - |
Loans and advances to banks | 109,658 | 111,131 | 1,473 |
Loans and advances to customers | 131,749 | 136,518 | 4,769 |
Liabilities | |||
Deposits by banks | 116,414 | 119,341 | (2,927) |
Deposits by customers | 159,187 | 159,814 | (627) |
Subordinated liabilities | 6,119 | 7,059 | (940) |
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 carrying amount is deemed a reasonable approximation of the fair value, because they are short term in nature.
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.
Intra Group balances
Included in the asset and liability categories on the Company balance sheet are outstanding intra group balances. The fair value of these balances has 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 2010 and 2009 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 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 | 500 | 1 | 1,488 | 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 | - | - | 977 | 2 | 321 | 1 | 1,298 | 3 | A | |
Available-for-sale financial | Debt securities | 125 | - | - | - | - | - | 125 | - | - |
assets | Equity securities | 12 | - | 38 | - | - | - | 50 | - | B |
Total assets at fair value | 19,160 | 29 | 47,027 | 70 | 603 | 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 | - | |
Debt securities in issue | - | - | - | - | - | - | - | - | A | |
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 | 55 | - | 2,838 | 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 | 1,183 | 2 | 67,497 | 98 | 239 | - | 68,919 | 100 |
Group | ||||||||||
31 December 2009 | 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 | - | - | 6,791 | 10 | - | - | 6,791 | 10 | A |
Loans and advances to customers | - | - | 9,089 | 13 | - | - | 9,089 | 13 | A | |
Debt securities | 15,932 | 23 | - | - | - | - | 15,932 | 23 | - | |
Equity securities | 1,471 | 2 | - | - | 7 | - | 1,478 | 2 | B | |
Derivative assets | Exchange rate contracts | - | - | 4,088 | 6 | 37 | - | 4,125 | 6 | A |
Interest rate contracts | 4 | - | 17,223 | 25 | - | - | 17,227 | 25 | A & C | |
Equity and credit contracts | 258 | - | 1,060 | 2 | 157 | - | 1,475 | 2 | B | |
Financial assets at FVTPL | Loans and advances to customers | - | - | 6,116 | 9 | 263 | - | 6,379 | 9 | A |
Debt securities | - | - | 4,498 | 7 | 1,481 | 2 | 5,979 | 9 | A | |
Available-for-sale financial | Debt securities | 747 | 1 | - | - | - | - | 747 | 1 | - |
assets | Equity securities | 20 | - | 30 | - | - | - | 50 | - | B |
Total assets at fair value | 18,432 | 26 | 48,895 | 72 | 1,945 | 2 | 69,272 | 100 | ||
Liabilities | ||||||||||
Trading liabilities | Deposits by banks | - | - | 40,824 | 59 | - | - | 40,824 | 59 | A |
Deposits by customers | - | - | 4,115 | 6 | - | - | 4,115 | 6 | A | |
Short positions | 1,071 | 2 | - | - | - | - | 1,071 | 2 | - | |
Debt securities in issue | - | - | 142 | - | - | - | 142 | - | A | |
Derivative liabilities | Exchange rate contracts | - | - | 521 | 1 | - | - | 521 | 1 | A |
Interest rate contracts | - | - | 16,212 | 23 | - | - | 16,212 | 23 | A & C | |
Equity and credit contracts | 29 | - | 1,941 | 3 | 260 | - | 2,230 | 3 | B | |
Financial liabilities at FVTPL | Deposits by banks | - | - | 45 | - | - | - | 45 | - | A |
Deposits by customers | - | - | 12 | - | - | - | 12 | - | A | |
Debt securities in issue | - | - | 4,257 | 6 | 109 | - | 4,366 | 6 | A | |
Total liabilities at fair value | 1,100 | 2 | 68,069 | 98 | 369 | - | 69,538 | 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 | - | - | 5,015 | 62 | 12 | - | 5,027 | 62 | A | |
Available-for-sale financial | Debt securities | - | - | - | - | - | - | - | - | - |
assets | Equity securities | - | - | 38 | - | - | - | 38 | - | B |
Total assets at fair value | - | - | 8,146 | 100 | 12 | - | 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 |
Company | ||||||||||
31 December 2009 | 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 | - | - | 919 | 2 | - | - | 919 | 2 | A |
Interest rate contracts | - | - | 1,582 | 4 | - | - | 1,582 | 4 | A & C | |
Equity and credit contracts | - | - | 38 | - | - | - | 38 | - | B | |
Financial assets at FVTPL | Loans and advances to banks | - | - | 160 | 1 | - | - | 160 | 1 | A |
Loans and advances to customers | - | - | 45 | - | - | - | 45 | - | A | |
Debt securities | - | - | 36,940 | 93 | - | - | 36,940 | 93 | A | |
Available-for-sale financial | Debt securities | - | - | - | - | - | - | - | - | - |
assets | Equity securities | - | - | 30 | - | - | - | 30 | - | B |
Total assets at fair value | - | - | 39,714 | 100 | - | - | 39,714 | 100 | ||
Liabilities | ||||||||||
Derivative liabilities | Exchange rate contracts | - | - | 2,810 | 84 | - | - | 2,810 | 84 | A |
Interest rate contracts | - | - | 353 | 10 | - | - | 353 | 10 | A & C | |
Equity and credit contracts | - | - | 190 | 6 | - | - | 190 | 6 | B | |
Total liabilities at fair value | - | - | 3,353 | 100 | - | - | 3,353 | 100 |
The following tables present the fair values at 31 December 2010 and 2009 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 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 | - | - | 977 | 2 | 321 | 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 | 500 | 1 | 1,488 | 2 | 170 | - | 2,158 | 3 |
| ||||||||||
| Ordinary shares and similar securities | 711 | 1 | 38 | - | 1 | - | 750 | 1 |
| ||||||||||
| 19,160 | 29 | 47,027 | 70 | 603 | 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 | 55 | - | 2,838 | 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 | - |
| ||||||||||
1,183 | 2 | 67,497 | 98 | 239 | - | 68,919 | 100 |
| ||||||||||||
| Group | |||||||||||||||||||
| 31 December 2009 | 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 | 3,479 | 4 | - | - | - | - | 3,479 | 4 |
| ||||||||||
| Asset-backed securities | - | - | 4,498 | 7 | 1,481 | 2 | 5,979 | 9 |
| ||||||||||
| Floating rate notes | 11,128 | 16 | - | - | - | - | 11,128 | 16 |
| ||||||||||
| Other debt securities | 2,072 | 4 | - | - | 263 | - | 2,335 | 4 |
| ||||||||||
| UK Social housing association loans | - | - | 6,116 | 9 | - | - | 6,116 | 9 |
| ||||||||||
| Term deposits and money market instruments | - | - | 15,880 | 23 | - | - | 15,880 | 23 |
| ||||||||||
| Exchange rate derivatives | - | - | 4,088 | 6 | 37 | - | 4,125 | 6 |
| ||||||||||
| Interest rate derivatives | 4 | - | 17,223 | 25 | - | - | 17,227 | 25 |
| ||||||||||
| Equity & credit derivatives | 258 | - | 1,060 | 2 | 157 | - | 1,475 | 2 |
| ||||||||||
| Ordinary shares and similar securities | 1,491 | 2 | 30 | - | 7 | - | 1,528 | 2 |
| ||||||||||
| 18,432 | 26 | 48,895 | 72 | 1,945 | 2 | 69,272 | 100 |
| |||||||||||
| Liabilities |
| ||||||||||||||||||
| Exchange rate derivatives | - | - | 521 | 1 | - | - | 521 | 1 |
| ||||||||||
| Interest rate derivatives | - | - | 16,208 | 23 | - | - | 16,212 | 23 |
| ||||||||||
| Equity & credit derivatives | 29 | - | 1,945 | 3 | 260 | - | 2,230 | 3 |
| ||||||||||
| Deposits | - | - | 49,395 | 71 | - | - | 49,395 | 71 |
| ||||||||||
| Debt securities in issue | 1,071 | 2 | - | - | 109 | - | 1,180 | 2 |
| ||||||||||
1,100 | 2 | 68,069 | 98 | 369 | - | 69,538 | 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 | - | - | 5,015 | 62 | 12 | - | 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 | - | - | 38 | - | - | - | 38 | - |
| ||||||||||
| - | - | 8,146 | 100 | 12 | - | 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 |
| ||||||||||||
| Company | |||||||||||||||||||
| 31 December 2009 | 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 | - | - | 36,940 | 93 | - | - | 36,940 | 93 |
| ||||||||||
| UK Social housing association loans | - | - | 45 | - | - | - | 45 | - |
| ||||||||||
| Term deposits and money market instruments | - | - | 160 | 1 | - | - | 160 | 1 |
| ||||||||||
| Exchange rate derivatives | - | - | 919 | 2 | - | - | 919 | 2 |
| ||||||||||
| Interest rate derivatives | - | - | 1,582 | 4 | - | - | 1,582 | 4 |
| ||||||||||
| Equity & credit derivatives | - | - | 38 | - | - | - | 38 | - |
| ||||||||||
| Ordinary shares and similar securities | - | - | 30 | - | - | - | 30 | - |
| ||||||||||
| - | - | 39,714 | 100 | - | - | 39,714 | 100 |
| |||||||||||
| Liabilities |
| ||||||||||||||||||
| Exchange rate derivatives | - | - | 2,810 | 84 | - | - | 2,810 | 84 |
| ||||||||||
| Interest rate derivatives | - | - | 353 | 10 | - | - | 353 | 10 |
| ||||||||||
| Equity & credit derivatives | - | - | 190 | 6 | - | - | 190 | 6 |
| ||||||||||
- | - | 3,353 | 100 | - | - | 3,353 | 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 2010 and 2009 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 2010, 2009 and 2008, except for the technique applied in 2009 to the holdings of Portuguese mortgage-backed securities classified as FVTPL - Debt securities, described on page 255 for Instrument 8.
A | In the valuation of financial instruments requiring static hedging (for example interest rate and currency derivatives) 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. 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. |
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 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 Global Banking & Markets. The magnitude and types of fair value adjustment adopted by Global Banking & Markets are listed in the following table:
| 2010 £m | 2009 £m |
Risk-related: | ||
- Bid-offer and trade specific adjustments | 62 | 139 |
- Uncertainty | 49 | 68 |
- Credit risk adjustment | 15 | 8 |
126 | 215 | |
Model-related: | ||
- Model limitation | 25 | 21 |
Day One profits | - | - |
151 | 236 |
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 adjustment can also 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 the Risk Management Report on page 129. 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 or '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 2010, there were no material changes made by the Group to the methodologies used to calculate the credit risk adjustment.
Wrong-way risk
Wrong-way risk is an aggravated form of concentration risk and 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 zero.
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 the 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. As at 31 December 2010 and 2009, 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 Forum and Risk Committee.
g) Internal models based on observable market data (Level 2)
During 2010, 2009 and 2008, 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 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 an average benchmark market observable spreads. 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 and collateralised synthetic obligations. 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, securities issued by Santander entities and collateralised synthetic obligations ('CSOs') 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.
Debt securities in issue
These instruments consist of certificates of deposit and commercial paper issued by the Group and are valued 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 cash flows and maturities of the instruments. As the inputs used in the valuation are based on observable market data, these certificates of deposit and commercial paper are classified within level 2 of the valuation hierarchy.
6. Financial liabilities at FVTPL
Deposits by banks and deposits by customers
These deposits 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.
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) | ||||||
2010 | 2009 | 2010 | 2009 | 2008 | |||
Balance sheet line item | Category | Financial instrument product type | £m | £m | £m | £m | £m |
1. Trading assets | Equity securities | Property unit trusts | 1 | 7 | - | (1) | 16 |
2. Derivative assets | Exchange rate contracts | Cross-currency swaps | 61 | 37 | 42 | 14 | 5 |
3. Derivative assets | Equity and credit contracts | Reversionary property interests | 67 | 73 | (6) | (4) | 3 |
4. Derivative assets | Credit contracts | Credit default swaps | 38 | - | - | - | - |
5. Derivative assets | Equity contracts | Options and forwards | 65 | 84 | (8) | (5) | 91 |
6. FVTPL | Loans and advances to customers | Roll-up mortgage portfolio | 50 | 263 | 5 | (36) | 58 |
7. FVTPL | Debt securities | Reversionary property securities | 240 | 262 | 2 | (4) | 1 |
8. FVTPL | Debt securities | Portuguese mortgage-backed securities | - | - | - | - | (144) |
Other asset-backed securities | 69 | 1,169 | 53 | 62 | (184) | ||
9. FVTPL | Debt securities | Collateralised synthetic obligations | 12 | 50 | (2) | - | - |
10. Derivative liabilities | Equity contracts | Options and forwards | (102) | (260) | 99 | (82) | (94) |
11. FVTPL | Debt securities in issue | Non-vanilla debt securities | (137) | (109) | (42) | (23) | (5) |
Total net assets | 364 | 1,576 | - | - | - | ||
Total income/(expense) | - | - | 143 | (79) | (253) |
Valuation technique
1. Trading assets - Equity securities
These unit trusts are valued using net asset values, which are regular third party asset valuations, with an adjustment for the estimated discount to asset value inherent in current similar market prices, reflecting the specific asset characteristics and degree of leverage in each unit trust.
The Group is responsible for the valuations of the net assets and, in doing so, considers or relies in part on a report of a third party expert. The unobservable input for the valuation of these financial instruments is the discount to asset value. It is determined for each asset class and degree of leverage. At 31 December 2010, the adjustment was no longer significant.
2. 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 11 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.
3. 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.
4. 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.
5. 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 3 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 3 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.
6. 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. Discussion of the HPI spot rate, HPI forward growth rate and mortality rates for this financial instrument is the same as Instrument 3 above. Discussion of the HPI volatility is the same as for Instrument 5 above.
Repayment rates
The costs to the Group arising from early repayment by customers are estimated from prices of swaptions which reflect the costs associated with unwinding the swap hedges held by the Group against these roll-up mortgages in the event of early repayment. Early repayment most typically occurs following a fall in market interest rates. Prepayment rates were taken from the academic paper 'Pricing and Risk Capital in the Equity Release Market', presented to the Institute and Faculty of Actuaries in 2007.
7. 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 3 above.
8. FVTPL - Debt securities
There are two types of debt securities that were within this category:
Portuguese mortgage-backed securities
In December 2009, Euro 190m of the Group's holdings of these securities were purchased by the issuer. As a result, the Group's remaining positions in these securities were transferred to Level 2. Prior to 2009, these securities were valued using a valuation model with reference to the most relevant generic curve (in this case, Portuguese residential mortgage-backed securities) from a consensus pricing service and an assumption with respect to the specific credit spread for that instrument as inputs to derive valuations.
Group asset-backed securities
These securities consist of residential mortgage-backed securities issued by Santander entities. In 2009, the portfolio also included other securities issued by Santander entities which were backed by small business and automotive loans and other collateralised debt obligations. These other securities were sold in 2010.
Each instrument was 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.
9. FVTPL - Debt securities
These debt securities are valued with the assistance of valuations prepared by an independent, specialist valuation firm. The intrinsic valuation analysis features two key themes:
> | Analysis of the transaction structure including subordination levels, relevant performance triggers and underlying cash collateral held within the vehicles. This analysis is particularly relevant to recognising the differing structural features of the various securities and the material impact that they can have on the ability of the structure to withstand underlying defaults. |
> | Analysis of the credit quality of the underlying assets within the vehicles. This involves a structured risk categorisation methodology, which includes an initial assessment of issuer credit default swap spreads and credit ratings, before a qualitative overview is undertaken in order to confirm the final risk categorisation of the various assets. Once the assets have been confirmed into an appropriate risk category they are then allocated an expected default probability in relation to their remaining tenor to maturity. Finally, expected recovery rates are overlaid to the default probabilities in order to produce expected loss figures for the underlying assets. |
The expected losses on the underlying assets are then modelled through the transaction structure in order to generate intrinsic valuations for the securities on both a base case and stressed scenarios (where the expected default rates and recovery rates are adjusted to stressed levels).
10. Derivative liabilities - Equity contracts
These derivatives are the same as Instrument 5 with the exception that they have a negative fair value.
11. 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 2.
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 | |||||||
Trading Assets | Derivatives | Fair value through P&L | Total | Derivatives | Fair value through P&L | Total | ||
£m | £m | £m | £m | £m | £m | £m | ||
At 1 January 2010 | 7 | 194 | 1,744 | 1,945 | (260) | (109) | (369) | |
Total gains/(losses) recognised in profit/(loss): | ||||||||
- Fair value movements | - | 28 | 58 | 86 | 99 | (42) | 57 | |
- Foreign exchange and other movements | - | (16) | 3 | (13) | - | 10 | 10 | |
Purchases | - | 38 | - | 38 | - | - | - | |
Sales | (6) | - | (1,275) | (1,281) | - | - | - | |
Settlements | - | (13) | (159) | (172) | 59 | 4 | 63 | |
At 31 December 2010 | 1 | 231 | 371 | 603 | (102) | (137) | (239) | |
Total gains/(losses) recognised in profit/(loss) relating to those assets and liabilities held at the end of the year | - | 12 | 61 | 73 | 99 | (32) | 67 |
Assets | Liabilities | |||||||
Trading Assets | Derivatives | Fair value through P&L | Total | Derivatives | Fair value through P&L | Total | ||
£m | £m | £m | £m | £m | £m | £m | ||
At 1 January 2009 | 37 | 154 | 4,629 | 4,820 | (169) | (247) | (416) | |
Total gains/(losses) recognised in profit/(loss): | ||||||||
- Fair value movements | (1) | 5 | 22 | 26 | (82) | (23) | (105) | |
- Foreign exchange and other movements | (3) | 43 | (106) | (66) | (18) | 5 | (13) | |
Purchases/issues | - | - | 30 | 30 | - | - | - | |
Sales | (26) | - | (121) | (147) | - | - | - | |
Settlements | - | (8) | (499) | (507) | 9 | 156 | 165 | |
Transfers in | - | - | 50 | 50 | - | - | - | |
Transfers out | - | - | (2,261) | (2,261) | - | - | - | |
At 31 December 2009 | 7 | 194 | 1,744 | 1,945 | (260) | (109) | (369) | |
Total gains/(losses) recognised in profit/(loss) relating to those assets and liabilities held at the end of the year | (4) | 48 | (84) | (40) | (100) | (18) | (118) |
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.
Trading assets decreased in 2010 principally due to assets being sold. 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.
Financial instrument assets and liabilities at 31 December 2009
Financial instrument assets valued using internal models based on information other than market data were 2% (2008: 7%) of total assets measured at fair value and 0.7% (2008: 2%) of total assets at 31 December 2009.
Trading assets decreased in 2009 principally due to assets being sold. Derivative assets increased in 2009 principally due to gains reflecting changes in foreign exchange rates. Assets designated at fair value through profit or loss decreased in 2009 principally due to settlements and transfers to Level 2. During December 2009, euro 190m of the Group's holdings of AAA-rated prime mortgage-backed securities were sold to the issuer. As a result, the Group's remaining positions in these securities of £2,261m were transferred to Level 2. During 2009, there were acquisitions of £30m of financial instrument assets valued using internal models based on information other than market data.
Financial instrument liabilities valued using internal models based on information other than market data were 0.5% (2008: 0.6%) of total liabilities measured at fair value and 0.1% (2008: 0.1%) of total liabilities at 31 December 2009. Derivative liabilities increased in 2009 principally due to losses reflecting changes in credit spreads, the HPI index and foreign exchange rates. Liabilities designated at fair value through profit or loss decreased in 2009 principally due to maturities of debt securities in issue.
Gains and losses for the year ended 31 December 2010
Gains of £12m in respect of derivatives assets principally reflected changes in credit spreads and the HPI Index offset by unfavourable movements in foreign exchange rates. Gains of £61m 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 derivatives 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.
Gains and losses for the year ended 31 December 2009
Losses of £4m in respect of trading assets principally reflected the lack of market liquidity during the year. Gains of £48m in respect of derivatives assets principally reflected movements in foreign exchange rates. Losses of £84m in respect of assets designated at fair value through profit or loss principally reflected changes in foreign exchange rates partly offset by an increase in the value of the prime securities due to tightening of credit spreads of asset-backed and mortgage-backed securities.
Losses of £100m in respect of derivatives liabilities principally reflected changes in credit spreads, the HPI index and foreign exchange rates. Losses of £18m 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 2008
The value of the prime securities classified as FVTPL - Debt securities (Instrument 8) decreased due to an increase in credit spreads reflecting a general lack of demand for asset-backed and mortgage-backed securities, exacerbated by the collapse of wholesale funding activity which led to a significant decline in wider asset demand. The Group believed that the fair values of these instruments diverged materially from the amounts it anticipated realising on maturity, because the mortgages underlying these securities continued to perform adequately. The values of the HPI-related loans and advances to customers, debt securities and associated derivatives declined due to a further lack of market liquidity.
The terms of the instruments presented as FVTPL - debt securities in issue (instrument 11) and related exchange rate derivatives (instrument 2) are fully matched. The movement in these financial instruments reflects changes in foreign exchange rates and interest rates.
The Group risk manages the unit trusts using derivative positions valued using quoted prices in active markets, or internal models based on observable market data. The effects of these risk management activities are not reflected in the gains and losses included in the table above.
Gains and losses on assets and liabilities classified as held for trading and fair value changes on long-term debt designated at fair value and related derivatives are presented in the income statement under "Net trading and other income". The income statement line item "Net trading and other income" also captures fair value movements on all other financial instruments designated at fair value and related 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 2010
Reflected in income statement | |||||
Balance sheet note line item and product | Fair value | Assumptions | Shift | Favourable changes | Unfavourable changes |
£m | £m | £m | |||
1. Trading assets - Equity securities: - Property unit trusts | 1 | Estimated discount to asset value | 10% | - | - |
3. 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) |
4. Derivative assets - Equity and credit contracts: - Credit default swaps | 38 | Probability of default | 20% | 12 | (12) |
5. 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) |
6. FVTPL - Loans and advances to customers: - Roll-up mortgage portfolio
| 50 | HPI Forward growth rate HPI Spot rate HPI Volatility Mortality rate | 1% 10% 1% 2 yrs | 1 - - - | (1) - - - |
7. 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) |
8. FVTPL - Debt securities: - Other asset-backed securities | 69 | Credit spread | 3% | 3 | (3) |
9. FVTPL - Debt securities: - Collateralised synthetic obligations | 12 | Probability of default | 20% | 8 | (1) |
10. 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) |
At 31 December 2009
Reflected in income statement | |||||
Balance sheet note line item and product | Fair value | Assumptions | Shift | Favourable changes | Unfavourable changes |
£m | £m | £m | |||
1. Trading assets - Equity securities: - Property unit trusts | 7 | Estimated discount to asset value | 10% | 1 | (1) |
3. Derivative assets - Equity and credit contracts: - Reversionary property derivatives
| 73 | HPI Forward growth rate HPI Spot rate Mortality rate | 1% 10% 2 yrs | 11 8 1 | (11) (8) (1) |
5. Derivative assets - Equity and credit contracts: - Options and forwards | 84 | HPI Forward growth rate HPI Spot rate HPI Volatility | 1% 10% 1% | 3 3 1 | (3) (2) (1) |
6. FVTPL - Loans and advances to customers: - Roll-up mortgage portfolio
| 263 | HPI Forward growth rate HPI Spot rate HPI Volatility Mortality rate | 1% 10% 1% 2 yrs | 28 9 5 7 | (28) (11) (5) (6) |
7. FVTPL - Debt securities: - Reversionary property securities
| 262 | HPI Forward growth rate HPI Spot rate Mortality rate | 1% 10% 2 yrs | 24 27 5 | (24) (27) (5) |
8. FVTPL - Debt securities: - Other asset-backed securities | 1,169 | Credit spread | 75 bps | 15 | (15) |
9. FVTPL - Debt securities: - Collateralised synthetic obligations | 50 | Probability of default | 20% | 24 | (6) |
10. Derivative liabilities - Equity and credit contracts: - Options and forwards | (260) | HPI Forward growth rate HPI Spot rate HPI Volatility | 1% 10% 1% | 14 32 2 | (14) (37) (2) |
No sensitivities are presented for the FVTPL - debt securities in issue (instrument 11) and related exchange rate derivatives (instrument 2), 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.
51. 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
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 Asset and Liability Management Committee ('ALCO').
ALCO adopts 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 process 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.
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 and the need to have access to a capital buffer. Capital allocation decisions are made as part of planning 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 2010 and 2009, 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
| 2010 £m | 2009 £m |
Core Tier 1 capital | 11,128 | 6,520 |
Deductions from Core Tier 1 capital | (2,632) | (1,941) |
Total Core Tier 1 capital after deductions | 8,496 | 4,579 |
Other Tier 1 capital | 2,394 | 1,859 |
Total Tier 1 capital after deductions | 10,890 | 6,438 |
Tier 2 capital | 4,731 | 5,832 |
Deductions from Tier 2 capital | (453) | (400) |
Total Tier 2 capital after deductions | 4,278 | 5,432 |
Total Capital Resources | 15,168 | 11,870 |
Tier 1 includes audited profits for the years ended 31 December 2010 and 2009 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 loss deduction represents the difference between expected loss calculated in accordance with the Group's IRB models, and the impairment losses calculated in accordance with IFRS. The Group's accounting policy for impairment loss allowances is set out in Note 1. Expected losses are higher than the impairment losses as the expected loss amount includes all losses that are anticipated to arise over the twelve months following the balance sheet date, not just those incurred at the balance sheet date.
The increase in Core Tier 1 capital primarily related to additional share capital subscribed for during the year. The increase in Tier 1 deductions primarily related to additional goodwill following the acquisition of certain businesses as described in Note 49. The decrease in Tier 2 primarily related to subordinated debt redeemed during the year. Deductions from Tier 2 represented expected losses and securitisation positions described above.
52. Consolidating financial information
Abbey National Treasury Services plc ('ANTS plc') is a wholly owned subsidiary of the Company and was 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'). The Registration Statement expired in December 2008. It is intended to file a shelf registration statement with the US Securities and Exchange Commission in the first half of 2011. 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 £153m and £(210)m, respectively (2009: £443m and £(178)m, 2008: £517m and £127m). The net assets of the Company and ANTS plc in the information below would also be increased by £675m and £108m, respectively (2009: £584m and £316m).
a) Income statements
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 | 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 and amortisation | (185) | (6) | (82) | (2) | (275) |
Impairment losses and provisions | (650) | (69) | (103) | (19) | (841) |
Profit/(loss) before tax | 1,638 | 808 | 1,020 | (1,341) | 2,125 |
Taxation charge | (247) | (138) | (80) | (77) | (542) |
Profit/(loss) 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 and amortisation | (132) | (3) | (129) | 4 | (260) |
Impairment losses and provisions | (645) | (30) | (650) | 427 | (898) |
Profit/(loss) before tax | 1,035 | 584 | 208 | (137) | 1,690 |
Taxation (charge)/credit | (288) | (29) | 63 | (191) | (445) |
Profit/(loss) for the year | 747 | 555 | 271 | (328) | 1,245 |
For the year ended 31 December 2008 | The Company £m | ANTS plc £m | Other £m | Adjustments £m | Consolidated £m |
Net interest income | 1,185 | 198 | 391 | (2) | 1,772 |
Fee, commission, net trading, and other income | 1,807 | 180 | 490 | (1,245) | 1,232 |
Total operating income | 2,992 | 378 | 881 | (1,247) | 3,004 |
Administration expenses | (1,114) | (136) | (92) | (1) | (1,343) |
Depreciation and amortisation | (81) | (3) | (118) | - | (202) |
Impairment losses and provisions | (343) | (26) | 27 | (23) | (365) |
Profit/(loss) before tax | 1,454 | 213 | 698 | (1,271) | 1,094 |
Taxation charge | (126) | (10) | (204) | 65 | (275) |
Profit/(loss) for the year | 1,328 | 203 | 494 | (1,206) | 819 |
b) Balance sheets
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) | - |
Investment in associated undertakings | 1 | - | - | 1 | 2 |
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 | 1,005 | 65 | 400 | (315) | 1,155 |
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 |
At 31 December 2009 | The Company £m | ANTS plc £m | Other £m | Adjustments £m | Consolidated £m |
Cash and balances at central banks | 3,266 | 448 | 449 | - | 4,163 |
Trading assets | - | 24,976 | 30,321 | (22,007) | 33,290 |
Derivative financial instruments | 2,539 | 23,129 | 8,422 | (11,263) | 22,827 |
Financial assets designated at fair value | 37,145 | 12,000 | 313 | (37,100) | 12,358 |
Loans and advances to banks | 109,658 | 166,020 | 156,075 | (422,602) | 9,151 |
Loans and advances to customers | 131,749 | 20,266 | 105,421 | (70,632) | 186,804 |
Available-for-sale securities | 30 | - | 767 | - | 797 |
Loans and receivables securities | 2 | 896 | 12,244 | (3,244) | 9,898 |
Macro hedge of interest rate risk | - | 682 | 504 | (59) | 1,127 |
Investment in subsidiary undertakings | 7,038 | 2,185 | 2,291 | (11,514) | - |
Investment in associated undertakings | 76 | - | - | (1) | 75 |
Intangible assets | 552 | 8 | 132 | 754 | 1,446 |
Property, plant and equipment | 561 | 6 | 583 | 100 | 1,250 |
Current tax assets | - | 3 | 82 | - | 85 |
Deferred tax assets | 428 | 21 | 401 | 96 | 946 |
Other assets | 651 | 67 | 548 | (192) | 1,074 |
Total assets | 293,695 | 250,707 | 318,553 | (577,664) | 285,291 |
Deposits by banks | 116,414 | 166,169 | 81,097 | (357,869) | 5,811 |
Deposits by customers | 159,187 | 17,601 | 110,834 | (143,729) | 143,893 |
Derivative financial instruments | 3,353 | 24,330 | 2,711 | (11,431) | 18,963 |
Trading liabilities | - | 13,315 | 47,159 | (14,322) | 46,152 |
Financial liabilities designated at fair value | - | 4,282 | 141 | - | 4,423 |
Debt securities in issue | - | 21,631 | 63,888 | (37,761) | 47,758 |
Subordinated liabilities | 6,119 | - | 2,933 | (2,103) | 6,949 |
Other liabilities | 1,611 | 135 | 762 | (185) | 2,323 |
Other provisions | 74 | - | 17 | - | 91 |
Current tax liabilities | 92 | 57 | 151 | - | 300 |
Deferred tax liabilities | - | - | 272 | 64 | 336 |
Retirement benefit obligations | 922 | - | 148 | - | 1,070 |
Total liabilities | 287,772 | 247,520 | 310,113 | (567,336) | 278,069 |
Total shareholders' equity | 5,923 | 3,187 | 8,440 | (10,328) | 7,222 |
Total liabilities and equity | 293,695 | 250,707 | 318,553 | (577,664) | 285,291 |
c) Cash flow statements
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 | 31,158 | (62,367) | 30,615 | 11,384 |
Net cash flow (used in)/from investing activities | (1,415) | (39) | 130 | - | (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 |
For the year ended 31 December 2008 | The Company £m | ANTS plc £m | Other £m | Adjustments £m | Consolidated £m |
Net cash flow from/(used in) operating activities | 51,816 | 6,658 | (25,370) | (54,548) | (21,444) |
Net cash flow (used in)/from investing activities | (1,359) | 38 | 20,723 | - | 19,402 |
Net cash flow from/(used in) financing activities | 152 | (161) | (7,372) | - | (7,381) |
Net increase/(decrease) in cash and cash equivalents | 50,609 | 6,535 | (12,019) | (54,548) | (9,423) |
Cash and cash equivalents at beginning of the year | 10,594 | 29,137 | 39,390 | (45,065) | 34,056 |
Effects of exchange rate changes on cash and cash equivalents | - | 2,348 | 694 | - | 3,042 |
Cash and cash equivalents at end of the year | 61,203 | 38,020 | 28,065 | (99,613) | 27,675 |
The financial information set forth below for the years ended 31 December 2010, 2009 and 2008 and at 31 December 2010 and 2009 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 2007 and 2006, and at 31 December 2008, 2007 and 2006, has been derived from the audited Consolidated Financial Statements of the Group for 2008, 2007 and 2006 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 auditors' report on the Consolidated Financial Statements for each of the five years ended 31 December 2010 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 2010, 2009, 2008, 2007 and 2006 were audited by Deloitte LLP, chartered accountants and registered auditors.
Balance sheets
2010(1) $m | 2010 £m | 2009 £m | 2008(2)(3) £m | 2007 £m | 2006 £m | ||
Assets | |||||||
Cash and balances at central banks | 40,792 | 26,502 | 4,163 | 4,017 | 1,038 | 888 | |
Trading assets | 54,582 | 35,461 | 33,290 | 26,264 | 56,427 | 62,314 | |
Derivative financial instruments | 37,521 | 24,377 | 22,827 | 35,125 | 9,951 | 8,336 | |
Financial assets designated at fair value | 10,431 | 6,777 | 12,358 | 11,377 | 11,783 | 8,713 | |
Loans and advances to banks | 5,929 | 3,852 | 9,151 | 16,001 | 3,441 | 2,242 | |
Loans and advances to customers | 300,347 | 195,132 | 186,804 | 180,176 | 112,147 | 103,146 | |
Available for sale securities | 269 | 175 | 797 | 2,663 | 40 | 23 | |
Loans and receivables securities | 5,557 | 3,610 | 9,898 | 14,107 | - | - | |
Macro hedge of interest rate risk | 1,679 | 1,091 | 1,127 | 2,188 | 217 | - | |
Investment in associated undertakings | 3 | 2 | 75 | 35 | 29 | 22 | |
Intangible assets | 3,353 | 2,178 | 1,446 | 1,347 | 90 | 90 | |
Property, plant and equipment | 2,624 | 1,705 | 1,250 | 1,202 | 2,692 | 2,497 | |
Current tax assets | 426 | 277 | 85 | 212 | 197 | 223 | |
Deferred tax assets | 871 | 566 | 946 | 1,274 | 665 | 804 | |
Other assets | 1,778 | 1,155 | 1,074 | 1,322 | 906 | 2,507 | |
Total assets | 466,162 | 302,860 | 285,291 | 297,310 | 199,623 | 191,805 | |
Liabilities | |||||||
Deposits by banks | 11,981 | 7,784 | 5,811 | 14,488 | 7,923 | 6,656 | |
Deposits by customers | 234,948 | 152,643 | 143,893 | 130,245 | 69,650 | 66,519 | |
Derivative financial instruments | 34,486 | 22,405 | 18,963 | 27,810 | 9,931 | 10,218 | |
Trading liabilities | 65,919 | 42,827 | 46,152 | 40,738 | 54,916 | 57,604 | |
Financial liabilities designated at fair value | 5,675 | 3,687 | 4,423 | 5,673 | 7,538 | 8,151 | |
Debt securities in issue | 79,704 | 51,783 | 47,758 | 58,511 | 35,712 | 28,998 | |
Subordinated liabilities | 9,808 | 6,372 | 6,949 | 8,863 | 6,151 | 6,675 | |
Macro hedge of interest rate risk | - | - | - | - | - | 174 | |
Other liabilities | 3,119 | 2,026 | 2,323 | 2,342 | 2,337 | 1,616 | |
Provisions | 285 | 185 | 91 | 207 | 131 | 180 | |
Current tax liabilities | 757 | 492 | 300 | 518 | 369 | 300 | |
Deferred tax liabilities | 322 | 209 | 336 | 405 | 544 | 564 | |
Retirement benefit obligations | 266 | 173 | 1,070 | 813 | 979 | 1,034 | |
Total liabilities | 447,270 | 290,586 | 278,069 | 290,613 | 196,181 | 188,689 | |
Share capital | 6,155 | 3,999 | 2,709 | 1,148 | 148 | 148 | |
Share premium account | 8,650 | 5,620 | 1,857 | 3,121 | 1,857 | 1,857 | |
Retained earnings | 4,045 | 2,628 | 1,911 | 1,678 | 1,333 | 1,116 | |
Other reserves | 42 | 27 | 29 | 39 | 6 | (5) | |
Total shareholders' equity | 18,892 | 12,274 | 6,506 | 5,986 | 3,344 | 3,116 | |
Non-controlling interest | - | - | 716 | 711 | 98 | - | |
Total equity | 18,892 | 12,274 | 7,222 | 6,697 | 3,442 | 3,116 | |
Total liabilities and equity | 466,162 | 302,860 | 285,291 | 297,310 | 199,623 | 191,805 |
(1) Amounts stated in dollars have been translated from sterling at the rate of £1.00 - $1.5392, the noon buying rate on 31 December 2010.
(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
2010(1) $m | 2010 £m | 2009 £m | 2008(2) £m | 2007 £m | 2006(3) £m | |
Net interest income | 5,870 | 3,814 | 3,412 | 1,772 | 1,499 | 1,228 |
Net fee and commission income | 1,076 | 699 | 824 | 671 | 695 | 699 |
Dividend income | - | - | - | - | 1 | 1 |
Net trading and other income | 802 | 521 | 460 | 561 | 587 | 542 |
Total operating income | 7,748 | 5,034 | 4,696 | 3,004 | 2,782 | 2,470 |
Administration expenses | (2,760) | (1,793) | (1,848) | (1,343) | (1,369) | (1,420) |
Depreciation and amortisation | (423) | (275) | (260) | (202) | (205) | (215) |
Total operating expenses, exc provisions and charges | (3,183) | (2,068) | (2,108) | (1,545) | (1,574) | (1,635) |
Impairment losses on loans and advances | (1,096) | (712) | (842) | (348) | (344) | (344) |
Provisions for other liabilities and charges | (198) | (129) | (56) | (17) | - | (63) |
Total operating provisions and charges | (1,294) | (841) | (898) | (365) | (344) | (407) |
Profit on continuing operations before tax | 3,271 | 2,125 | 1,690 | 1,094 | 864 | 428 |
Tax on profit on continuing operations | (834) | (542) | (445) | (275) | (179) | (115) |
Profit on continuing operations after tax | 2,437 | 1,583 | 1,245 | 819 | 685 | 313 |
Loss on discontinued operations after tax | - | - | - | - | - | (245) |
Profit for the year | 2,437 | 1,583 | 1,245 | 819 | 685 | 68 |
Attributable to: | ||||||
Equity holders of the parent | 2,377 | 1,544 | 1,190 | 811 | 685 | 68 |
Non-controlling interest | 60 | 39 | 55 | 8 | - | - |
(1) Amounts stated in dollars have been translated from sterling at the rate of £1.00 - $1.5392, the noon buying rate on 31 December 2010.
(2) The Transfer of Alliance & Leicester plc to the Group was accounted for with effect from 10 October 2008.
(3) In the third quarter of 2006 the Group sold its life insurance business.
Selected statistical information
2010 % | 2009 % | 2008(1) % | 2007 % | 2006 (2) % | |
Profitability ratios: | |||||
Return on assets (3) | 0.54 | 0.43 | 0.37 | 0.34 | 0.03 |
Return on ordinary shareholders' funds (4) | 16.51 | 17.33 | 20.45 | 22.08 | 2.20 |
Commercial Banking margin (5) | 1.91 | 1.76 | 1.33 | 1.40 | 1.36 |
Trading cost-to-income ratio (6) | 41 | 42 | 50 | 50 | 55 |
Dividend payout ratio(7) | 49 | 40 | 55 | 54 | 304 |
Capital ratios: | |||||
Equity to assets ratio(8) | 3.24 | 2.51 | 1.83 | 1.52 | 1.54 |
Core Tier 1 capital(9) | 11.5 | 6.8 | 6.2 | 5.4 | 5.6 |
Tier 1 capital(9) | 14.8 | 9.5 | 8.5 | 7.3 | 8.0 |
Ratio of earnings to fixed charges: (10) | |||||
- Excluding interest on retail deposits | 362.67 | 202.42 | 136.61 | 132.74 | 122.57 |
- Including interest on retail deposits | 165.73 | 143.27 | 117.81 | 115.58 | 109.70 |
(1) The Transfer of Alliance & Leicester plc to the Group was accounted for with effect from 10 October 2008.
(2) In the third quarter of 2006 the Group sold its life insurance business.
(3) Profit after tax divided by average total assets.
(4) Profit after tax divided by average ordinary shareholders' funds.
(5) Commercial Banking margin is defined as trading net interest income (adjusted to remove net interest income from the run down Treasury asset portfolio) over average commercial assets (mortgages, unsecured personal loans, corporate loans and overdrafts).
(6) The trading cost-to-income ratio is defined as trading expenses from continuing operations divided by trading income from continuing operations. 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 1 to the Consolidated Financial Statements.
(7) Ordinary equity dividends declared divided by profit after tax.
(8) Average ordinary shareholders' funds divided by average total assets.
(9) From 1 January 2008, the Group has managed its capital requirements on a Basel II basis, as described in Note 51 to the Consolidated Financial Statements. Prior years have been presented on a Basel I basis.
(10) For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit on continuing operations before tax plus fixed charges. Fixed charges consist of interest payable, including the amortisation of discounts and premiums on debt securities in issue.
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 11 March 2011 was US$1.60.
Calendar period | High US$ Rate | Low US$ Rate | Average (1) US$ Rate | Period end US$ Rate |
Years ended 31 December: | ||||
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 |
2006 | 1.98 | 1.73 | 1.84 | 1.96 |
Months ended: | ||||
March 2011(2) | 1.63 | 1.60 | 1.62 | 1.60 |
February 2011 | 1.62 | 1.60 | 1.61 | 1.62 |
January 2011 | 1.60 | 1.55 | 1.58 | 1.60 |
December 2010 | 1.59 | 1.54 | 1.56 | 1.54 |
November 2010 | 1.63 | 1.56 | 1.60 | 1.56 |
October 2010 | 1.60 | 1.57 | 1.59 | 1.60 |
September 2010 | 1.59 | 1.53 | 1.56 | 1.57 |
(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 2011 for the period from 1 March to 11 March.
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 results 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 related products and services. As a consequence, the Group's business, financial condition and/or results of operations 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 subdued earnings growth, greater pressure on disposable income, rising unemployment, a decline in the availability of mortgage finance and the continued effect of global market volatility. In 2010, there was some improvement in UK property market conditions, but the number of loans approved for house purchase remains low relative to the experience of the past decade.
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. 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 business, financial condition and/or results of operations.
Although the UK economy has begun to show signs of recovery from the recession that followed in the wake of the financial crisis, the economic recovery remains fragile and consumer sentiment remains weak amid concerns of a possible "double-dip" recession precipitated by (amongst other things) the UK Government's emergency budget and the possibility of rising interest rates in the face of persistent inflation above the Bank of England's target rate of 2 per cent. The housing market correction in the UK combined with increasing unemployment continue to adversely affect the credit performance of real estate related exposures, including both residential mortgages and loans to the real estate sector by Corporate Banking, resulting in impairments of asset values by financial institutions, including the Group. These conditions may continue to affect consumer confidence levels and may cause further adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact the Group's provision for credit losses and write-offs/charge-offs.
UK Government measures to tackle the record levels of national debt, including taxation rises and the £81 billion of public spending cuts announced in the Government Spending Review in October 2010, are also likely to result in a slower recovery than other recent recessions. Political involvement in the regulatory environment and the major financial institutions in which the UK Government has a direct financial interest will 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. Credit quality may improve in some sectors as the economy returns to growth but could be adversely affected by any 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 business, financial condition and/or results of operations.
The Group's business, financial condition and/or results of operations may be negatively affected by conditions in global financial markets
The extreme volatility and disruption in global capital and credit markets over the past three years has led to severe dislocation of financial markets around the world, unprecedented reduced 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 these 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. The continuing sovereign debt concerns and fiscal deterioration in relation to certain European countries 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 decreasing 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 business, financial condition and/or results of operations.
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), credit risk (wholesale), credit risk (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. While the Group employs a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques, and the judgments 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 business, financial condition and/or results of operations. 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.
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 judgments, 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 business, financial condition and/or results of operations.
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, have led to market-wide liquidity problems and could lead to 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 business, financial condition and/or results of operations.
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. From 2007 to 2010, the prime residential mortgage securitisation and covered bond markets experienced severe disruption as a result of a material reduction in investor demand for these securities. These markets, which are important sources of funding for the Group, remain relatively constrained for new external issuances of 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. If capital 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 has indicated that the Special Liquidity Scheme will not be extended when it expires in January 2012. It is also possible that the Bank of England will 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 retail 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 retail 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 retail deposit withdrawals in a short period of time, thereby reducing the Group's ability to access retail 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 business, financial condition and/or results of operations.
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 business, financial condition and/or results of operations
The Company is subject to capital adequacy requirements adopted by the UK Financial Services Authority (the 'FSA') for a bank, 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 Company to maintain its ratios may result in administrative actions or sanctions which may affect the Company'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).
On 5 October 2009, the FSA published its new liquidity rules which significantly broadened the scope of the existing liquidity regime and are designed to enhance regulated firms' liquidity risk management practices. As part of these reforms, the FSA is also expected to implement gradually requirements for financial institutions to hold prescribed levels of 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.
Following its consultation paper issued in December 2009, the Basel Committee on Banking Supervision announced in September 2010 that it had reached agreement on a number of proposals to reform international capital adequacy and liquidity standards in order to increase resilience in the banking sector from financial and economic stresses (broadly referred to as Basel III). The changes brought about by 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 a retail bank, 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.
These measures could have a material adverse effect on the Group's business, financial condition and/or results of operations. 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 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 of their respective debt securities could increase the Group's cost of funding and liquidity position and adversely affect its interest margins
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, especially in light of the difficulties in the financial services industry and the financial markets. Any reduction in those ratings and outlook could 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.
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 it would increase 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, including, 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, although there is increasing speculation that the Bank of England may have to increase interest rates in the near-term due to concerns over persistent inflation above the bank's target rate of 2 per cent.
Dramatic declines in housing markets over the past three 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, while decreasing values of global debt and equity markets have had an adverse effect on the value of the Group's portfolio of mortgage-backed securities and other asset-backed securities issued by Banco Santander, S.A. entities held for yield and liquidity purposes.
Any further increase in capital markets 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 capture new customer deposits.
The Company 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 undertaking 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.
Changes in foreign exchange rates affect the value of assets and liabilities denominated in foreign currencies, and such changes, and the degree of volatility with respect thereto, may affect earnings reported by the Group.
Market conditions have resulted, and could result in the future, 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 three years, financial markets have been subject to significant stress conditions 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, judgments 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. |
The Group may incur unanticipated losses related to its business combinations
The Group has made several recent business acquisitions, including the acquisition of Alliance & Leicester plc and the retail deposits, branch network and related employees of Bradford & Bingley. 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, (together, the 'Reorganisation'). |
The Company will also 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 Group's assessment of the businesses acquired under the Reorganisation 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 business, financial condition and/or results of operations.
The Group may fail to realise the anticipated benefits of its 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, those acquired under the Reorganisation 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.
Goodwill impairments may be required in relation to certain of the Group's acquired businesses
The Group has made several recent business acquisitions (including the transfer of Alliance & Leicester, and the acquisition of the retail deposits, branch network and related employees of Bradford & Bingley, and certain businesses under the Reorganisation), 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. 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 business, financial condition and/or results of operations. The increased 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 business, financial condition and/or results of operations.
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 new 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 business, financial condition and/or results of operations.
Operational risks are inherent in the Group's business
Operational losses can result from fraud, criminal acts, errors by employees, 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 Company's suppliers or counterparties. Such operational losses could have a material adverse effect on the Company's business, financial condition and/or results of operations.
The Group relies on recruiting, retaining and developing appropriate senior management and skilled personnel
The Company'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 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 business, financial condition and/or results of operations, including control and operational risks, may be adversely affected. Likewise, if the Company fails to attract and appropriately train, motivate and retain qualified 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 (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 business, financial condition and/or results of operations.
The Group's business is subject to substantial legislative, regulatory and governmental oversight
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 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. 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 any 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, the products and services offered or the value of assets as well as the Group's operations, and result in significant increases in operational costs. 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 a levy on banks. Although the Group works closely with its regulators and continually monitors the situation, future changes in 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. The resolution of a number of issues, including regulatory investigations and reviews (such as the review by the Office of Fair Trading of barriers to entry, expansion and exit in retail banking in the UK, the results of which were published on 4 November 2010) and court cases, affecting the UK financial services industry could have an adverse effect on the Group's business, financial condition and/or results of operations, or its relations with some of its customers and potential customers.
UK tax changes (including the new bank levy) could have a material adverse effect on the Group's business
HM Treasury will introduce a new and permanent bank levy via legislation in the Finance Bill 2011. The bank levy will be imposed on (amongst other entities) UK banking groups and subsidiaries, and therefore applies to the Group. The amount of the levy will be 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 will be applied to longer-term liabilities.
HM Treasury has emphasised that the 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.
The bank levy, and possible future changes in the taxation of banking groups in the UK, could have a material adverse effect on the Company's business, results of operations and/or financial condition, and the competitive position of UK banks, including the Company.
The Group is exposed to various forms of legal and regulatory risk, including the risk of misselling financial products, acting in breach of legal or regulatory principles or requirements and giving negligent advice, any of which could have a material adverse effect on its business, financial condition and/or results of operations or its 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 Financial Ombudsman Service, with what is fair and reasonable in the Ombudsman'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 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. |
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 and/or its business, financial condition and/or results of operations.
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 on 16 and 17 June 2010 to reform the institutional framework for UK financial regulation. Specifically, the UK Government intends to disband the FSA and reallocate its current responsibilities between three new regulatory authorities.
Any 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 any successor authority is able to devote to the supervision of regulated financial services firms, the nature of its 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.
While it is not presently anticipated that the structural reorganisation of the regulatory authorities concerned will, itself, lead to substantive changes in the regulatory provisions and conduct of business rules and guidance which have been made or are being consulted on by the FSA, it is possible that future changes in the nature of, or policies for, prudential and conduct of business supervision, as performed by any successor authority 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.
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 new reforms to the mortgage lending market have been proposed which could require significant implementation costs or changes to the business strategy of relevant members of the Group and may create uncertainty in the application of relevant laws or regulation
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". The review involved a consultation concerning various potential reforms to the regulatory framework applicable to mortgage lenders and mortgage intermediaries, including in relation to mortgage firms' conduct of business, product distribution and advice, and their handling of arrears and repossessions.
Separately, HM Treasury announced on 26 March 2010 that it had decided to transfer the responsibility for the regulation of second charge residential mortgages, including existing loans, from the OFT to the FSA, and further to consider changes to the form of regulation proposed to protect consumers in the buy-to-let sector and to take action to protect borrowers when mortgage books are on-sold.
At this stage, it is not possible accurately to predict the nature and impact that these reforms (and any further reforms considered as part of the Mortgage Market Review) may have. However, it is possible that such reforms, if adopted, could lead to a period of uncertainty for the affected members of the Group, particularly as regards changes that may be required to the operational strategy and capital management of the relevant entity, 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. In addition, a change of UK Government has occurred since these proposals were adopted and a new UK regulatory structure has been proposed. While there is, at present, nothing to suggest that these proposals will not be implemented, the change of UK Government and the proposed reforms to the regulatory supervisory structure could give rise to uncertainty for members of the Group as to whether or when the proposed reforms will take place.
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 business, financial condition and/or results of operations of the Group.
Potential intervention by the UK Financial Services Authority (or an overseas regulator) may occur, particularly in response to attempts by customers to seek redress from financial service institutions, including the Group, where it is alleged that particular products fail to meet the customers' reasonable expectations.
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 judgments by the FOS, it is possible that an adverse outcome in some matters could have a material adverse effect on the business, results of operations and/or financial condition 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 for 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'), on which topic, in August 2010, the FSA published Policy Statement 10/12 entitled "The assessment and redress of Payment Protection Insurance complaints". This policy statement contains final FSA Rules which alter the basis on which 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 applied for judicial review of these new rules and it is currently uncertain as to whether this application will lead to further changes to the rules. The Company and certain members of the Group have sold and continue to sell PPI. At this point in time, the Company and the relevant members of the Group are assessing the likely impact of the revised FSA Rules on this subject. However, it is possible that these new rules may increase the costs associated with assessing PPI complaints and may lead to the Company and/or members of the Group paying out substantially higher amounts in compensation to customers who make such complaints. As a result, this may ultimately have an impact on the business, financial condition and/or results of operations of the Company and the Group.
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 business, results of operations and/or financial condition 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 business, financial condition and/or results of operations. 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 in the future 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 produced a consultation paper on pre-funding the FSCS, which may affect the profitability of the Company (and other members of the Group required to contribute to the FSCS), although the UK Government has stated that pre-funding would not be introduced before 2012.
As a result of the structural reorganisation and reform of the UK financial regulatory authorities, it is proposed that the FSCS will become the responsibility of one of the successor regulatory authorities to the FSA. 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 business, financial condition and/or results of operations.
The Banking Act may adversely affect the Group's business
The Banking Act came into force on 21 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 Company, in a manner analogous to the situation that occurred at Northern Rock, adversely affecting the ability of the Company 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 and/or other securities or property of the Company; and/or (ii) impact on the rights of the holders of shares or other securities in the Company, and/or result in the nullification or modification of the terms and conditions of such shares or securities; and/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, 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 systems (whether as a result of migrating any new business onto Partenon or otherwise), 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 business, financial condition and/or results of operations.
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 could have a material adverse effect on the Group's business, financial condition and/or results of operations.
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 business, financial condition and/or results of operations.
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 and/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 business, financial condition and/or results of operations.
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 or may 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 to 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 High Court decided in the 2010 case of Bloom and others v The Pensions Regulator (Nortel, Re) 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. The matter is not yet settled as it is understood that there will be an expedited appeal to the Court of Appeal and amendment to the existing legislation may be introduced.
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.
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 137 to 148 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 137 to 148. 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.
The following is a summary, under current law, of the principal UK and US federal income 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.
Share Information
Sterling-denominated preference shares
At 31 December 2010, the Company had outstanding 625,000,000 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 May 2010.
Major shareholders
At 31 December 2010, the Company was a subsidiary of Banco Santander, S.A. and Santusa Holdings, 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.
Santander UK plc registered office, principal office and investor relations department
2 Triton Square
Regent's Place
London
NW1 3AN
Santander shareholder department
Banco Santander, S.A.
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)
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.
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.
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 |
Term used in the Annual Report | Definition |
Advanced Internal Rating Based Approach ('AIRB') | A method for calculating credit risk capital requirements using the Group's internal Probability of Default ('PD'), Loss Given Default ('LGD') and Exposure at Default ('EAD') models. The UK Financial Services Authority approved the Group's application of the AIRB approach to the Group's credit portfolios with effect from 1 January 2008.
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Advanced measurement approach ('AMA') | A method for calculating the operational capital requirement, under Basel II which uses the Group's internal operational risk measurement system, subject to the approval of the UK Financial Services Authority.
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Alternative A-paper ('Alt-A') | Alternative A-paper are mortgage loans with a higher credit quality than sub-prime loans but with features that disqualify the borrower from a traditional prime loan. Alt-A lending characteristics include limited documentation; high loan-to-value ratio; secured on non- owner occupied properties; and debt-to-income ratio above normal limits.
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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. Corporate customers may also be considered non-performing prior to being behind in fulfilling their obligations. This can happen when a significant restructuring exercise begins.
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Asset backed products
| Asset backed products are debt and derivative products that are linked to the cash flow of a referenced asset. This category includes asset backed loans; collateralised debt obligations ('CDOs'); collateralised loan obligations ('CLOs'); asset-backed credit derivatives ('ABS CDS'); asset backed and mortgage backed securities.
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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, student loans. In the case of Collateralised Debt Obligations, the referenced pool may be ABS or other classes of assets. Payments on the securities depend primarily on the cash flows generated by the assets in the underlying pool and other rights designed to assure timely payment, such as guarantees or other credit enhancements. ABS are issued by a special purpose entity following a securitisation. Collateralised bond obligations, collateralised debt obligations, collateralised loan obligations and residential mortgage backed securities are all types of ABS.
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Asset margin | Interest earned on customer assets relative to the average internal funding rate, divided by average customer assets, expressed as an annualised percentage.
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Average balances | Average balances which make up the average balance sheet are based upon monthly averages.
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Backstop facility | A standby facility that is a liquidity arrangement whereby another party agrees to make a payment should the primary party not do so.
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Bank levy | A levy that applies to certain UK banks and building societies and the UK operations of foreign banks from 1 January 2011. The bank levy was announced in the Government June 2010 budget and will be introduced via legislation in the Finance Bill 2011. It is designed to encourage less risky funding, and complements the wider agenda to improve regulatory standards and enhance financial stability.
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Basel II | A supervisory framework for the risk and capital management of banks issued by the Basel Committee on Banking Supervision, in the form of the 'International Convergence of Capital Measurement and Capital Standards'. In the European Union, Basel II was implemented by the Capital Requirements Directive (CRD) with effect from 1 January 2007. In the UK, the Financial Services Authority implemented the CRD by including it in UK Financial Services Authority rules which took effect from 1 January 2007.
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Basel III | As part of a strengthening of the resilience of the global banking system, Basel III will replace Basel II in phased implementation between 2013 and 2019.
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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.
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BIPRU
| The prudential sourcebook for banks, building societies and investment firms which sets out the UK Financial Services Authority's capital requirements.
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Business / Strategic risk | The current or prospective risk to earnings and capital arising from changes in the business environment and from adverse business decisions, improper implementation of decisions or lack of responsiveness to changes in the business environment. This includes pro-cyclicality and capital planning risk. The internal component is the risk related to implementing the strategy. The external component is the risk of the business environment change on the firm's strategy.
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Term used in the Annual Report | Definition |
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.
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Collateralised Debt Obligation ('CDO') | Securities issued by a third party which reference Asset Backed Securities (defined above) and/or certain other related assets purchased by the issuer. The underlying asset portfolios are debt obligations: either bonds (collateralised bond obligations) or loans (collateralised loan obligations) or both. The credit exposure underlying synthetic CDOs derives from credit default swaps. The CDOs issued by an individual vehicle are usually divided in different tranches: senior tranches (rated AAA), mezzanine tranches (AA to BB), and equity tranches (unrated). Losses are borne first by the equity securities, next by the junior securities, and finally by the senior securities; junior tranches offer higher coupons (interest payments) to compensate for their increased risk.
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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).
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Collateralised Synthetic Obligation ('CSO') | A form of synthetic collateralised debt obligation that does not hold assets like bonds or loans but invests in credit default swaps ('CDSs') or other non-cash assets to gain exposure to a portfolio of fixed income assets.
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Collectively assessed loan impairment | 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. For each portfolio where the impairment loss allowance is assessed on a collective basis, the impairment loss allowance is calculated as the product of the number of accounts in the portfolio, the estimated proportion of accounts that will be written off, or repossessed in the case of mortgage loans (loss propensity), the estimated proportion of such cases that will result in a loss (loss factor) and the average loss incurred (loss per case) based on historical experience. Separate assessments are performed with respect to observed losses and inherent losses.
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Commercial Banking margin | The trading net interest income (adjusted to remove net interest income from the run down Treasury asset portfolio) over average commercial assets (mortgages, unsecured personal loans, corporate loans and overdrafts).
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Commercial lending | Loans secured on UK commercial property, and corporate loans.
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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).
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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. Commercial real estate loans are those backed by a package of commercial real estate assets.
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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 also be issued in a wide range of denominations and can be either discounted or interest-bearing.
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Commodity products | These products are exchange traded and OTC derivatives based on a commodity underlying (e.g. metals, precious metals, oil and oil related, power and natural gas).
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Concentration risk | An element of credit risk and includes large (connected) individual exposures, and significant exposures to groups of counterparts whose likelihood of default is driven by common underlying factors, e.g. sector, economy, geographical location or instrument type.
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Conduit | A financial vehicle that holds asset-backed debt such as mortgages, vehicle loans and credit card receivables, all financed with short-term loans (generally commercial paper) that use the asset-backed debt as collateral. The profitability of a conduit depends on the ability to roll over maturing short-term debt at a cost that is lower than the returns earned from asset-backed securities held in the portfolio.
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Consumer credit | Personal banking services comprising current account products, credit cards and unsecured personal loans. |
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.
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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.
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Term used in the Annual Report | Definition |
Core Tier 1 capital ratio | Core Tier 1 capital as a percentage of risk weighted assets.
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Cost:income ratio | Operating expenses as a percentage of total income. The Group calculates cost: income ratio on a trading basis.
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Coverage ratio | Impairment loss allowances as a percentage of total non-performing loans and advances.
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Covered bonds
| A bond backed by a pool of mortgage loans. The mortgages remain on the issuer's balance sheet. The issuing bank can change the make-up of the loan pool or the terms of the loans to preserve credit quality. Covered bonds thus have a higher risk weighting than mortgage-backed securities because the holder is exposed to both the non-payment of the mortgages and the financial health of the issuer.
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Credit Conversion Factors ('CCFs') | The portion of an off-balance sheet commitment drawn in the event of a future default. The conversion factor is expressed as a percentage. The conversion factor is used to calculate the exposure at default (EAD).
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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.
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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.
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Credit enhancement | See 'Liquidity and Credit enhancements'. |
Credit market exposures | Relates to commercial real estate and leveraged finance businesses that have been significantly impacted by the continued deterioration in the global credit markets. The exposures include positions subject to fair value movements in the Income Statement, positions that are classified as loans and advances and available for sale.
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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.
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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.
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Credit Risk Loans ('CRLs') | A loan becomes a credit risk loan when evidence of deterioration has been observed, for example a missed payment or other breach of covenant. A loan may be reported in one of three categories: impaired loans, accruing past due 90 days or more or impaired and restructured loans. These may include loans which, while impaired, are still performing but have associated individual impairment allowances raised against them.
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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.
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Credit 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.
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Credit Valuation Adjustment ('CVA') | The difference between the risk-free value of a portfolio of trades and the market value which takes into account the counterparty's risk of default. The CVA therefore represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of the counterparty due to any failure to perform on contractual agreements.
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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 pays a fixed interest rate, while the other pays 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.
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Customer accounts / customer deposits | Money deposited by all individuals and companies that are not credit institutions. They include demand, savings and time 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 Customers, Trading Liabilities or Financial Liabilities designated at Fair Value.
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Term used in the Annual Report | Definition |
Debit valuation adjustment ('DVA') | The opposite of Credit Valuation Adjustment. It is the difference between the risk-free value of a portfolio of trades and the market value which takes into account the Group's risk of default. The DVA, therefore, represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of the Group due to any failure to perform on contractual agreements. The DVA decreases the value of a liability to take into account a reduction in the remaining balance that would be settled should the Group default or not perform in terms of contractual agreements.
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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.
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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. The Group has classified most of its debt securities under 'debt securities in issue'.
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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.
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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 their value for tax purposes (tax base) that result in tax deductible amounts in future periods.
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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 their value for tax purposes (tax base) that result in taxable amounts in future periods.
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Defined benefit obligation | The present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service. The Group determines the present value of the defined benefit obligation by the estimated future cash outflows using interest rates of high quality corporate bonds, which have terms to maturity closest to the terms of the related liability, adjusted where necessary.
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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.
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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.
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Delinquency | See 'Arrears'.
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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.
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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.
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Discontinued operation | A component of the Group that either has been disposed of or is classified as held for sale. A discontinued operation is either: a separate major line of business or geographical area of operations or part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or a subsidiary acquired exclusively with a view to resale.
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Dividend payout ratio | Ordinary equity dividends proposed divided by profit after tax.
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Earnings at Risk ('EaR') | The sensitivity of earnings (net income) to movement in market rates measured at approximately 99th percentile.
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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.
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Term used in the Annual Report | Definition |
Effective interest rate | The interest rate that discounts the estimated future cash payments or receipts over the expected life of the instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the future cash flows are estimated after considering all the contractual terms of the instrument excluding future credit losses.
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Effective Interest 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.
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Effective tax rate | The actual tax on profits on ordinary activities as a percentage of profit on ordinary activities before taxation.
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Equity products | These products are linked to equity markets. This category includes listed equities, exchange traded derivatives, equity derivatives, preference shares and contract for difference ('CFD') products.
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Equity risk | The potential for loss of income or decrease in the value of net assets caused by movements in the market price of equities or equity instruments, arising from the Group's positions, either long or short, in such equity-based instruments.
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Equity structural hedge | An interest rate hedge which functions to reduce the impact of the volatility of short-term interest rate movements on equity positions on the balance sheet that do not reprice with market rates.
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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.
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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.
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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.
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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.
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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.
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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 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.
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Forbearance | An arrangement which allows a mortgage customer to repay a monthly amount which is lower than their contractual monthly payment for a short period. This period is usually for no more than 12 months and is negotiated with the customer by the mortgage collectors. Strategies used to assist borrowers in financial difficulty, include capitalising loan arrears arising from repayment arrangement and refinancing (either extending loan terms or converting loans to an interest-only basis).
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Foreclosure | A legal process by which the holder of a legal charge, usually a lender, obtains a court ordered termination of a mortgagor's equitable right of redemption. The foreclosure process is a lender selling or repossessing a parcel of real property, after the borrower has failed to comply with an agreement between the lender and borrower. Usually, the violation is a default in payment of a promissory note, secured by a charge on the property. When the process is complete, the lender can sell the property and keep the proceeds to pay off its mortgage and any legal costs, and it is typically said that "the lender has foreclosed its mortgage".
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Foundation Internal Risk-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.
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Term used in the Annual Report | Definition |
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).
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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.
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Funding risk | The risk that the Group, although solvent, has funding programmes such as debt issuance that subsequently fail. For example, a securitisation arrangement may fail to operate as anticipated or the values of the assets transferred to a funding vehicle do not emerge as expected creating additional risks for the bank and its depositors. Risks arising from the encumbrance of assets are also included within this definition.
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Futures contract
| A contract between two parties to buy or sell a financial instrument or commodity of standardised quantity and quality at a specified future date at a price agreed today (the futures price). Futures differ from forward contracts in that they are traded on recognised exchanges (futures exchange) and rarely result in actual delivery; most contracts are closed out prior to maturity by acquisition of an offsetting position.
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FX products | These products are derivatives linked to the foreign exchange market. This category includes FX spot and forward contracts, FX swaps and FX options.
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G20 (G-20 or Group of Twenty) | The Group of Twenty Finance Ministers and Central Bank Governors is a group of finance ministers and central bank governors from 20 major economies: 19 countries (including UK, France, Canada, Australia, USA, South Africa, Japan, China) and the European Union, established in 1999 to promote open and constructive discussion between industrial and emerging-market countries on key issues related to global economic stability. Since then, the heads of the G20 nations have met semi-annually at G20 summits.
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GAAP | A body of generally accepted accounting principles such as IFRS.
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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.
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Home loans | 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.
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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.
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Impairment loss allowance | 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.
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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.
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Individually assessed loan impairment | 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.
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Interest rate products | Products with a payoff linked to interest rates. This category includes interest rate swaps, swaptions, caps and exotic interest rate derivatives.
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Interest rate swap
| A derivative contract under which two counterparties agree to exchange periodic interest payments on a predetermined monetary principal, the notional amount.
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Interest spread | The difference between the difference between the gross yield on average interest-earning assets and the interest rate paid on average interest-bearing liabilities.
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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.
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Term used in the Annual Report | Definition |
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.
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International Accounting Standards Board ('IASB') | The independent standard-setting body of the IASC Foundation. Its members are responsible for the development and publication of International Financial Reporting Standards ('IFRS') and for approving Interpretations of IFRS as developed by the IFRS Interpretations Committee (previously International Financial Reporting Interpretations Committee) ('IFRIC').
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Investment grade | A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.
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ISDA | International Swaps and Derivatives Association.
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ISDA Master agreement | Standardised contract developed by ISDA used as an umbrella under which bilateral derivatives contracts are entered into.
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Jaws | The difference between the growth in cost and the growth in income.
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Key management personnel | Directors and the Executive Committee of Santander UK plc.
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Level 1 | 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.
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Level 2 | 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.
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Level 3 | 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.
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Leveraged Finance | Loans or other financing agreements provided to companies whose overall level of debt is high in relation to their cash flow (net debt:EBITDA) typically arising from private equity sponsor led acquisitions of the businesses concerned.
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Liquid assets
| Cash and short term deposits principally held to manage the day-to-day requirements of the business.
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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 collateralization. Liquidity enhancement makes funds available if required, for other reasons than asset default, e.g. to ensure timely repayment of maturing commercial paper.
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Liquidity risk | 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.
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Loan impairment loss allowance
| See 'Impairment loss allowance'.
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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).
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Loan modification
| A process by which the terms of a loan are modified either temporarily or permanently, including changes to the rate and/or the payment. Modification may also lead to a re-ageing of the account.
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Loan to deposit ratio | The ratio of the book value of the Group's commercial assets (i.e. retail and corporate banking assets) divided by its commercial liabilities (i.e. retail and corporate banking deposits, and shareholders' funds).
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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. Origination LTVs use the current outstanding loan balance and the value of the property at origination of the loan. Indexed LTVs use the current outstanding loan value and the current value of the property (which is estimated using one or more external house price indices).
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Loans past due | Loans are past due when a counterparty has failed to make a payment when contractually due.
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Term used in the Annual Report | Definition |
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.
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Market risk
| The risk of a reduction in economic value or reported income resulting from a change in the variables of financial instruments including interest rate, equity, credit spread, property and foreign currency risks. Market risk consists of trading and non-traded market risks. Trading market risk includes risks on exposures held with the intention of benefiting from short term price differences in interest rate variations and other market price shifts. Non-traded market risk includes interest rate risk in investment portfolios.
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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.
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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.
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Mezzanine capital | A financing instrument that combines debt and equity characteristics, representing a claim on a company's assets which is senior only to that of common shares. It can be structured either as debt (typically an unsecured and subordinated note) or preferred shares.
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Monoline | 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.
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Monoline Wrapped | Debt instruments for which credit enhancement or protection by a monoline insurer has been obtained. The wrap is credit protection against the notional and principal interest cash flows due to the holders of debt instruments in the event of default in payment of these by the underlying counterparty. Therefore, if a security is monoline wrapped its payments of principal and interest are guaranteed by a monoline insurer.
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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.
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Mortgage vintage | The year the mortgage was issued.
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Mortgage-related securities | Securities which are referenced to underlying mortgages. See RMBS, CMBS and MBS.
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Mortgage servicing rights | The rights of a mortgage servicer to collect mortgage payments and forward them, after deducting a fee, to the mortgage lender.
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Negative equity mortgages
| Equates to the value of the asset less the outstanding balance on the loan. It arises when the value of the property purchased is below the balance outstanding on the loan.
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Net equity | The change in shareholders' equity between one period and another.
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Net interest income | The difference between interest received on assets and interest paid on liabilities.
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Net interest margin
| Net interest income as a percentage of average interest-earning assets.
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Non-accrual loans
| Comprise all loans for which an impairment loss allowance has been established; for collectively assessed loans, impairment loss allowances are not allocated to individual loans and the entire portfolio is included in non-accrual loans.
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Non-asset backed debt instruments | These products are debt instruments. This category includes government bonds, US agency bonds, corporate bonds, commercial paper, certificates of deposit, convertible bonds, corporate bonds and issued notes.
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Non-GAAP financial measure | A financial measure that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that would not be so adjusted in the most comparable GAAP measures. Non-GAAP financial measures are not a substitute for GAAP measures.
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Non-investment grade | A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of BB+ or below.
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Term used in the Annual Report | Definition |
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.
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Non-traded market risk | See 'Market risk'.
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Notional collateral | Collateral based on the notional amount of a financial instrument.
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Operational risk
| The risk of loss to the Group, resulting from inadequate or failed internal processes, people and systems, or from external events. This includes regulatory, legal and compliance risk.
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Option | A derivative contract that gives the holder the right but not the obligation to buy (or sell) a specified amount of the underlying physical or financial commodity, at a specific price, at an agreed date or over an agreed period. Options can be exchange-traded or traded over-the-counter.
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Organisation for Economic Co-operation and Development ('OECD')
| The Organisation for Economic Co-operation and Development is an international economic organisation founded in 1961 to stimulate economic progress and world trade. It defines itself as a forum of countries committed to democracy and the market economy. To date, it comprises of 34 member countries including (but not limited to) key European countries, the United States, Canada and Japan.
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Overdraft | A line of credit established through a customer's bank account and contractually repayable on demand.
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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.
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Own credit | The effect of the Group's own credit standing on the fair value of financial liabilities.
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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.
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Pension obligation risk | The risk of an unplanned increase in funding required by the Group's pension schemes, either because of a loss of net asset value or because of changes in legislation or regulatory action.
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Potential Credit Risk Loans ('PCRLs') | Comprise the outstanding balances to Potential Problem Loans (defined below) and the three categories of Credit Risk Loans (defined above).
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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.
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Prime / prime mortgage loans
| Loans of a higher credit quality and those which would be expected to satisfy the criteria for inclusion into Government programmes. These loans are made to borrowers with good credit records and a monthly income that is at least three to four times greater than their monthly housing expense (mortgage payments plus taxes and other debt payments). These borrowers provide full documentation and generally have reliable payment histories.
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Principal transactions | Principal transactions comprise net trading income and net investment income.
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Private equity investments | Private equity is equity securities in operating companies not quoted on a public exchange. Investment in private equity often involves the investment of capital in private companies or the acquisition of a public company that results in the delisting of public equity. Capital for private equity investment is raised by retail or institutional investors and used to fund investment strategies such as leveraged buyouts, venture capital, growth capital, distressed investments and mezzanine capital.
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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.
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Term used in the Annual Report | Definition |
Product structural hedge
| An interest rate hedge which functions to reduce the impact of volatility of short-term interest rate movements on balance sheet positions that can be matched to a specific product, e.g. customer balances that do not re-price with market rates.
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Regular way purchase
| A purchase of a financial asset under a contract whose terms require delivery of the asset within the timeframe established generally by regulation or convention in the market place concerned.
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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.
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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.
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Reputational risk | The risk of financial loss or reputational damage arising from treating customers unfairly, a failure to manage risk, a breakdown in internal controls, or poor communication with stakeholders. This includes the risk of decline in the value of the Group's franchise potentially arising from reduced market share, complexity, tenor and performance of products and distribution mechanisms. The reputational risk arising from operational risk events is managed within the operational risk framework.
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Residential mortgage
| See 'Home loans'.
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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).
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Residual credit risk | An element of credit risk which arises when credit risk measurement and mitigation techniques prove less effective than expected.
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Residual value (of an asset) | The estimated amount that the Group would currently obtain from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
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Residual value risk | The risk that the value of an asset at the end of a contract may be worth less than that required to achieve the minimum return from the transaction that had been assumed at its inception.
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Restricted shares
| Awards of the Group's ordinary shares to which employees will normally become entitled, generally between one and three years, subject to remaining an employee.
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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.
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Retail Internal Risk-based ('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.
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Retail loans | Loans to individuals rather than institutions, including residential mortgage lending and banking and consumer credit. Residential mortgage lending is secured against residential property. Banking and consumer credit is unsecured lending, including current accounts, credit cards and personal loans, which may be used for various customer uses including car purchases, medical care, home repair and holidays.
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Return on average shareholders' equity | Calculated as profit for the year attributable to equity holders of the Parent divided by the average shareholders' equity for the year, excluding non-controlling interests.
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Return on average total assets | Profit for the year attributable to equity holders of the Parent divided by the average total assets for the year, excluding non-controlling interests.
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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.
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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.
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Term used in the Annual Report | Definition |
Sale and repurchase agreement | 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').
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Second charge/lien | See 'First/Second charge'.
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Securities sold under a repurchase agreement ('repo') | A repurchase agreement that allows a borrower to use a financial security as collateral for a cash loan at a fixed rate of interest. With a security sold under a repurchase agreement or a repo, the borrower agrees to sell a security to the lender subject to a commitment to repurchase the asset at a specified price on a given date. For the party selling the security (and agreeing to repurchase it in the future) it is a repo; for the party on the other end of the transaction (buying the security and agreeing to sell in the future), it is a security purchased under commitments to resell or a reverse repo.
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Securities purchased under commitment to resell ('reverse repo') | See 'Securities sold under a repurchase agreement'.
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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.
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Short-term borrowings | Defined by the US Securities and Exchange Commission ('SEC') as amounts payable for short-term obligations that are US Federal funds purchased and securities sold under repurchase agreements, commercial paper, borrowings from banks, borrowings from factors or other financial institutions and any other short-term borrowings reflected on the balance sheet.
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Small and medium sized enterprises ('SMEs')
| Companies principally with annual turnover between £1m and £25m. |
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: > The provision of financing to fund asset purchases, or commitments to provide finance for future purchases. > Derivative transactions to provide investors in the SPE/SPV with a specified exposure. > The provision of liquidity or backstop facilities which may be drawn upon if the SPE/SPV experiences future funding difficulties. > Direct investment in the notes issued by SPEs/SPVs.
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Standardised approach | In relation to credit risk, a method for calculating credit risk capital requirements under Basel II, using External Credit Assessment Institutions ('ECAI') ratings and supervisory risk weights. The Standardised approach is less risk-sensitive than IRB (see 'IRB' defined 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.
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Strategic risk | See 'Business / strategic risk'. |
Structural hedge | See 'Product structural hedge'. |
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.
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Structural liquidity | The liquidity available from current positions - principally unpledged marketable assets and holdings of term liabilities with long remaining lives.
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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 equities, interest rates, funds, commodities and foreign currency.
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Term used in the Annual Report | Definition |
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.
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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.
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Sub-Prime | Defined as 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.
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Tier 1 capital | A measure of a bank's financial strength defined by the UK Financial Services Authority. 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.
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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.
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Total shareholder return | Defined as the value created for shareholders through share price appreciation, plus reinvested dividend payments.
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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 the application of various adjustments as described below. Management considers that the trading basis provides the most appropriate way of evaluating the performance of the business. The adjustments consist of:
Alliance & Leicester pre-acquisition trading basis results - Following the transfer of Alliance & Leicester plc to the Company in January 2009, the statutory results for the years ended 31 December 2010 and 2009 include the results of the Alliance & Leicester business, whereas the statutory results for the year ended 31 December 2008 do not. In order to enhance the comparability of the results for the three periods, management reviews the 2008 results including the pre-acquisition results of the Alliance & Leicester group for that period.
Reorganisation and other costs - These comprise implementation costs in relation to the cost reduction projects, including integration-related expenses, certain impairment losses taken centrally, as well as costs in respect of customer remediation. Management needs to understand the underlying drivers of the cost base that will remain after these exercises are complete, and does not want this view to be clouded by these costs, which are managed independently.
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
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.
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.
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.
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Term used in the Annual Report | Definition |
Trading market risk | See 'Market risk'. |
Troubled debt restructurings
| Comprise those loans that are troubled debt restructurings but that are not included in either non-accrual loans or in accruing loans which are contractually overdue 90 days or more as to principal or interest. A restructuring of a loan is a troubled debt restructuring if the lender, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider.
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Unaudited
| Unaudited financial information is information that has not been subjected to the audit procedures undertaken by the Group's auditors to enable them to express an opinion on the Group's financial statements.
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Unfunded | See 'Funded / unfunded'. |
Unsecured Personal Lending ('UPL') | A loan made to an individual that is not collateralised by a charge on specific assets of the borrower. In the event of the bankruptcy of the borrower, unsecured creditors have a general claim on the assets of the borrower after the specific pledged assets have been assigned to the secured creditors. As a result, the unsecured creditors may realise a smaller proportion of their claims than the secured creditors. The Group's unsecured personal lending comprises unsecured loans, credit cards and overdrafts to individuals.
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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.
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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.
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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.
|
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
17 March 2011
Part I | |||
1 | Identity of Directors, Senior Management and Advisers | * | |
2 | Offer Statistics and Expected Timetable | * | |
3 | Key Information | Selected Financial Data | 263 |
Capitalisation and Indebtedness | * | ||
Reasons for the Offer and use of Proceeds | * | ||
Risk Factors | 266 | ||
4 | Information on the Company | History and Development of the Company | 6 |
Business Overview | 6 | ||
Organisational Structure | 7 | ||
Property, Plant and Equipment | 54 | ||
4A | Unresolved Staff Comments | N/a | |
5 | Operating and Financial Review and Prospects | Operating Results | 13 |
Liquidity and Capital Resources | 59 | ||
Research and Development, Patents and Licenses, etc | N/a | ||
Trend Information | 2 | ||
Off-Balance Sheet Arrangements | 58 | ||
Contractual Obligations | 58 | ||
6 | Directors, Senior Management and Employees | Directors and senior management | 135 |
Compensation | 141 | ||
Board Practices | 140 | ||
Employees | 143 | ||
Share Ownership | 143 | ||
7 | Major Shareholders and Related Party Transactions | Major Shareholders | 277 |
Related Party Transactions | 142, 235 | ||
Interests of Experts and Counsel | * | ||
8 | Financial Information | Consolidated Statements and Other Financial Information | 152 |
Significant Changes | 12, 137 | ||
9 | The Offer and Listing | Offer Listing and Details | * |
Plan of Distribution | * | ||
Markets | N/a | ||
Selling shareholders | * | ||
Dilution | * | ||
Expenses of the Issue | * | ||
10 | Additional Information | Share Capital | * |
Articles of Association | 279 | ||
Material Contracts | 41 | ||
Exchange Controls | N/a | ||
Taxation | 277 | ||
Dividends and Paying Agents | * | ||
Statements by Experts | * | ||
Documents on Display | 278 | ||
Subsidiary Information | N/a | ||
11 | Quantitative and Qualitative Disclosures about Market Risk | 112 | |
12 | Description of Securities Other Than Equity Securities | Debt Securities | * |
Warrants and Rights | * | ||
Other Securities | * | ||
American Depositary Shares | * | ||
Part II | |||
13 | Defaults, Dividend Arrearages and Delinquencies | N/a | |
14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | N/a | |
15 | Controls and Procedures | Disclosure Controls and Procedures | 146 |
Management's Annual Report on Internal Control over Financial Reporting | 146 | ||
Attestation Report of the Registered Public Accounting Firm | N/a | ||
Changes in Internal Control Over Financial Reporting | 146 | ||
16A | Audit Committee Financial Expert | 140 | |
16B | Code of Ethics | 144 | |
16C | Principal Accountant Fees and Services | 186 | |
16D | Exemptions from the Listing Standards for Audit Committees | N/a | |
16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | N/a | |
16F | Change in Registrant's Certifying Accountant | N/a | |
16G | Corporate Governance | N/a | |
Part III | |||
17 | Financial Statements | N/a | |
18 | Financial Statements | 152 | |
19 | Exhibits | Filed with SEC |
* Not required for an Annual Report.
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