124SovereignMillion euros <strong>2009</strong>Income statementNet interest income 1,160Net fees 380Gains (losses) on financial transactions 13Other operating income (1) (91)Gross income 1,463Operating expenses (881)General administrative expenses (766)Personnel (457)Other general administrative expenses (309)Depreciation and amortisation (114)Net operating income 582Net loan-loss provisions (571)Other income (58)Profit before taxes (47)Tax on profit 22Profit from continuing operations (25)Net profit from discontinued operations —Consolidated profit (25)Minority interests —Attributable profit to the Group (25)Balance sheetCustomer loans (2) 34,605Trading portfolio (w/o loans) 163Available-for-sale financial assets 9,568Due from credit institutions (2) 496Intangible assets and property and equipment 391Other assets 3,568Total assets/liabilities & shareholders' equity 48,791Customer deposits (2) 30,888Marketable debt securities (2) 11,236Subordinated debt (2) 2,129Insurance liabilities —Due to credit institutions (2) 736Other liabilities 1,689Shareholders' equity (3) 2,113Other customer funds under management 327Mutual funds —Pension funds —Managed portfolios 327Savings-insurance policies —Customer funds under management 44,581(1).- Including dividends, income from equity-accounted method and other operatingincome/expenses(2).- Including all on-balance sheet balances for this item(3).- Not including profit of the yearNet operating incomeMillion US$Gross incomeOperatingespensesNet operatingincome501374127+9%-11%544332+66% 212+3%-3%+12%561323238+6%-1%+15%595321274Q1’09* Q2’09 Q3’09 Q4’09Sovereign• Focus on integration and restructuring to give thebank corporate stability and a solid balance sheet andincome statement.• Break-even reached in the fourth quarter, thanks tohigher revenues, lower costs and controlled provisions• The target level of provisions as a percentage of loansannounced at the time of the acquisition wassurpassed: 3.6% at the end of <strong>2009</strong>.• Decline in non-strategic assets and in higher cost funds.Description of the bank and its environmentBanco <strong>Santander</strong> completed on 30 January the acquisition of75.65% of Sovereign that it did not already own, making it afully-owned subsidiary of Grupo <strong>Santander</strong>. An issue ofordinary shares for an effective amount of EUR 1,302 millionwas made.Sovereign improves Grupo <strong>Santander</strong>’s geographicdiversification as it enables it to operate in the US andspecifically in the northeast, one of the most attractive andstable areas and less prone to cyclical changes and where six ofthe 26 largest US cities are located.Sovereign has 722 branches, 2,359 ATMs and close to $100,000million of loans and deposits (almost equally divided).Its business model, focused on retail customers and smallcompanies, fits <strong>Santander</strong>’s profile perfectly and offers a notablegrowth potential in earnings in coming years, both via businessas well as through synergies.Sovereign’s performance since becoming part of the Group hasbeen very conditioned by its integration and, above all, byrecession at the start of <strong>2009</strong> (GDP declined quarter-on-quarterthroughout the year). This evolution improved in the third andfourth quarters when growth was positive.The recession took its toll on banking business in the US. Ofnote was the 8% decline in lending, because of the reduceddemand to finance consumption and investment. The mostaffected segments were construction (-20%) and industrial andcommercial companies (-15%). Mortgage lending was down 6%and consumer credit 4%.On the liabilities side, deposits increased 5%, spurred by retaildeposits (+9%).Activity picked up in Sovereign’s business area, showing itsgreater potential and soundness. Of note was the betterevolution than the US average in construction and industrial andcommercial companies (-7% and -10%, respectively).Integration of Sovereign in Grupo <strong>Santander</strong><strong>2009</strong> for Sovereign was a period of integration and aligningitself with the business model of Grupo <strong>Santander</strong>. In order toinject stability into corporate governance and make thebalance sheet and income statement more solid, a series ofsteps were taken:* February-March data at a quarterly rate<strong>Annual</strong> Report <strong>2009</strong>Economic and Financial Review
125• Creation of a solid structure of corporate governance underthe direct supervision of the highest executive bodies(management committee and the Board, supported by theaudit committee) and committees to oversee the bank’s mainfunctions (risks, ALCO, marketing, etc).• Adapting the bank’s management to the Group’s standards,with the appointment of a new team and centralisation of keyareas (management control, human resources, risks, etc).• The Group’s risks model was put into effect, with weeklyreviews by a risks committee whose members includeindependent directors. Technological and human resourceswere boosted, with a special focus on loan recoveries.• Optimisation of the structure management and strengtheningthe balance sheet by updating the policies regarding controlof interest rate risk, levels of capitalisation, liquiditymanagement and contingency plans.• A cost-cutting plan was implemented which streamlined theheadcount and reduced general, technological and operatingexpenses. The elimination of redundant functions, businessreorganisation and leverage in the global scope of <strong>Santander</strong>’soperations, IT model and cost enabled Sovereign to end <strong>2009</strong>with a monthly cost in local criteria 20% less than that in thefourth quarter of 2008 and close to the medium-term target.• Review and reorganisation of the business lines under acustomer banking focus. The products have been segmentedand cataloged into four large areas: Retail Banking, SMEs,Large Companies and Specialised Businesses. The structure ofwholesale banking also began to be defined. It will beintegrated into the <strong>Santander</strong> GBM global area and willprovide an additional source of recurring revenues.Activity and income statementAs in other businesses, Sovereign’s income statement and ratioshave been restated in accordance with the criteria set out onpage 98 of this <strong>report</strong>, and so the figures shown here do notcoincide with those published locally.The income statement incorporates the 11 months from thebank’s consolidation into the Group in February. Gross incomeamounted to $2,034 million, net operating income was $810million and attributable profit $35 million negative (-EUR 25million). The good evolution, with gradual rises in revenues, costreductions and control of loan-loss provisions, made netoperating income after provisions positive in the third and fourthquarters and in to reach in the fourth quarter $4 million ofprofit).Net interest income was $1,614 million (79% of gross income),with a good quarterly evolution (that of the fourth quarter was29.2% more than February-March at a quarterly rate). This wasdue to repricing of loans, the lower cost of customer deposits(-91 b.p. between the first and fourth quarters) and ALCOmanagement that offset the lower volume of lending.Attributable profitMillion US$-25-10-4+4Q1’09 Q2’09 Q3’09 Q4’09Efficiency ratio(with amortisations)%74.561.057.653.9Q1’09 Q2’09 Q3’09 Q4’09Net loan-loss provisions amounted to $794 million and becamemore stable in the last few quarters, once the target level ofprovisions as a percentage of loans stated in the acquisition wassurpassed (3.6% of gross lending at the end of <strong>2009</strong>).The main developments in business were:• In lending, and in an environment of low short-term interestrates, management was focused on improving the spreads onnew loans and renewal of credits in order to incorporate thehigher cost of liquidity and the greater risk. This limited theimpact of the fall in interest rates on the return on basic loans,while continuing to reduce lending in non-core segments andbusinesses.Coinciding with the improvement in real estate expectations,the transfer of mortgage loans to government agencies wasreduced with the consequent positive impact on volumes. Inreturn for foregoing immediate revenue, net interest incomein coming quarters will be more recurrent. As a result, thevolume of loans declined 11%.The NPL ratio was 5.35% and coverage 62%, with 74% ofloans covered by collateral or guarantees.• In deposits, there was a sharp drop in prices, particularly inhigher cost products. This occurred without an excessiveloss of volumes (-8%) as the reduction on the balances ofhigh cost products (retail time deposits and wholesaledeposits: -35%) was partly offset by the 15% increase inretail demand deposits.Overall, Sovereign has an excellent credit/deposits ratio (112%).Prorities in 2010The priorities in 2010 are to complete the restructuring plan andcontinue to implement the <strong>Santander</strong> model both in operations,technology and systems as well as in the commercial sphere,while maintaining strict management of risk. Goals have beenset for each business segment (individuals, SMEs, corporate andspecialised businesses), backed by increasing the customer baseand increasing the penetration of products with appropriatemanagement of prices.Operating expenses amounted to $1,224 million and remain ona downward trend.In the fourth quarter they were 14.1% lower than those ofFebruary-March at a quarterly rate. This trend combined withthat in revenues improved the efficiency ratio from 74.5% in thefirst quarter to 53.9% in the fourth quarter.Economic and Financial Review<strong>Annual</strong> Report <strong>2009</strong>