Santander Bank, AnnualReport2011 Audit report and annual accounts 2011
1. Banco Santander, S.A.
and Companies
composing Santander
Group
Consolidated Financial Statements and
Directors' Report for the year ended 31
December 2011, together with Auditors'
Report
Translation of a report originally issued in Spanish
based on our work performed in accordance with the
audit regulations in force in Spain and of
consolidated financial statements originally issued in
Spanish and prepared in accordance with the
regulatory financial reporting framework applicable to
the Group (see Notes 1 and 55). In the event of a
discrepancy, the Spanish-language version prevails.
2.
3. Banco Santander, S.A.
and Companies
composing Santander
Group
Consolidated Financial Statements and
Directors' Report for the year ended 31
December 2011
4. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 1 and 55).
In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
ASSETS Note 2011 2010 (*) 2009 (*) LIABILITIES AND EQUITY Note 2011 2010 (*) 2009 (*)
CASH AND BALANCES WITH CENTRAL BANKS 96,524 77,786 34,889 FINANCIAL LIABILITIES HELD FOR TRADING: 146,948 136,772 115,516
Deposits from central banks 20 7,740 12,605 2,985
Deposits from credit institutions 20 9,287 28,371 43,131
FINANCIAL ASSETS HELD FOR TRADING: 172,638 156,762 135,054 Customer deposits 21 16,574 7,849 4,658
Loans and advances to credit institutions 6 4,636 16,216 5,953 Marketable debt securities 22 77 366 586
Loans and advances to customers 10 8,056 755 10,076 Trading derivatives 9 103,083 75,279 58,713
Debt instruments 7 52,704 57,872 49,921 Short positions 9 10,187 12,302 5,140
Equity instruments 8 4,744 8,850 9,248 Other financial liabilities 24 - - 303
Trading derivatives 9 102,498 73,069 59,856
OTHER FINANCIAL LIABILITIES AT FAIR VALUE
THROUGH PROFIT OR LOSS: 44,909 51,020 42,371
OTHER FINANCIAL ASSETS AT FAIR VALUE Deposits from central banks 20 1,510 337 10,103
THROUGH PROFIT OR LOSS: 19,563 39,480 37,814 Deposits from credit institutions 20 8,232 19,263 12,745
Loans and advances to credit institutions 6 4,701 18,831 16,243 Customer deposits 21 26,982 27,142 14,636
Loans and advances to customers 10 11,748 7,777 8,329 Marketable debt securities 22 8,185 4,278 4,887
Debt instruments 7 2,649 4,605 7,365 Subordinated liabilities - - -
Equity instruments 8 465 8,267 5,877 Other financial liabilities - - -
FINANCIAL LIABILITIES AT AMORTISED COST: 935,669 898,969 823,403
Deposits from central banks 20 34,996 8,644 22,345
AVAILABLE-FOR-SALE FINANCIAL ASSETS: 86,613 86,235 86,620 Deposits from credit institutions 20 81,373 70,892 50,782
Debt instruments 7 81,589 79,689 79,289 Customer deposits 21 588,977 581,385 487,681
Equity instruments 8 5,024 6,546 7,331 Marketable debt securities 22 189,110 188,229 206,490
Subordinated liabilities 23 22,992 30,475 36,805
Other financial liabilities 24 18,221 19,344 19,300
LOANS AND RECEIVABLES: 779,525 768,858 736,746
Loans and advances to credit institutions 6 42,389 44,808 57,641 CHANGES IN THE FAIR VALUE OF HEDGED ITEMS
Loans and advances to customers 10 730,296 715,621 664,146 IN PORTFOLIO HEDGES OF INTEREST RATE RISK 36 876 810 806
Debt instruments 7 6,840 8,429 14,959
HEDGING DERIVATIVES 11 6,444 6,634 5,191
HELD-TO-MATURITY INVESTMENTS - - - LIABILITIES ASSOCIATED WITH NON-CURRENT
ASSETS HELD FOR SALE 42 54 293
CHANGES IN THE FAIR VALUE OF HEDGED
ITEMS IN PORTFOLIO HEDGES OF LIABILITIES UNDER INSURANCE CONTRACTS 15 517 10,449 16,916
INTEREST RATE RISK 36 2,024 1,464 1,420
PROVISIONS: 15,572 15,660 17,533
HEDGING DERIVATIVES 11 9,898 8,227 7,834 Provision for pensions and similar obligations 25 9,045 9,519 10,629
Provisions for taxes and other legal contingencies 25 3,663 3,670 3,283
NON-CURRENT ASSETS HELD FOR SALE 12 5,338 6,285 5,789 Provisions for contingent liabilities and commitments 25 659 1,030 642
Other provisions 25 2,205 1,441 2,979
INVESTMENTS: 13 4,155 273 164
Associates 2,082 273 164 TAX LIABILITIES: 8,174 8,618 7,005
Jointly controlled entities 2,073 - - Current 5,101 4,306 3,338
Deferred 27 3,073 4,312 3,667
INSURANCE CONTRACTS LINKED TO OTHER LIABILITIES 26 9,516 7,600 7,625
PENSIONS 14 2,146 2,220 2,356 TOTAL LIABILITIES 1,168,667 1,136,586 1,036,659
REINSURANCE ASSETS 15 254 546 417 EQUITY
SHAREHOLDERS' EQUITY: 30 80,896 77,333 71,832
TANGIBLE ASSETS: 13,846 11,142 8,996 Share capital 31 4,455 4,164 4,114
Property, plant and equipment- 9,995 9,832 7,905 Registered 4,455 4,164 4,114
For own use 16 7,797 7,508 6,202 Less: Uncalled capital - - -
Leased out under an operating lease 16 2,198 2,324 1,703 Share premium 32 31,223 29,457 29,305
Investment property 16 3,851 1,310 1,091 Reserves 33 32,980 28,307 24,608
Accumulated reserves (losses) 33 32,921 28,255 24,540
Reserves (losses) of entities accounted for using the
INTANGIBLE ASSETS: 28,083 28,064 25,643 equity method 33 59 52 68
Goodwill 17 25,089 24,622 22,865 Other equity instruments 34 8,708 8,686 7,189
Other intangible assets 18 2,994 3,442 2,778 Equity component of compound financial instruments 34 1,668 1,668 -
Other 34 7,040 7,018 7,189
Less: Treasury shares 34 (251) (192) (30)
TAX ASSETS: 22,901 22,572 20,655 Profit for the year attributable to the Parent 5,351 8,181 8,942
Current 5,140 5,483 4,828 Less: Dividends and remuneration 4 (1,570) (1,270) (2,296)
Deferred 27 17,761 17,089 15,827
VALUATION ADJUSTMENTS (4,482) (2,315) (3,165)
OTHER ASSETS 19 8,018 7,587 6,132 Available-for-sale financial assets 29 (977) (1,249) 645
Inventories 319 455 519 Cash flow hedges 11 (202) (172) (255)
Other 7,699 7,132 5,613 Hedges of net investments in foreign operations 29 (1,850) (1,955) 297
Exchange differences 29 (1,358) 1,061 (3,852)
Non-current assets held for sale - - -
Entities accounted for using the equity method 29 (95) - -
Other valuation adjustments - - -
NON-CONTROLLING INTERESTS 28 6,445 5,897 5,203
Valuation adjustments 435 838 45
Other 6,010 5,059 5,158
TOTAL EQUITY 82,859 80,915 73,870
TOTAL ASSETS 1,251,526 1,217,501 1,110,529 TOTAL LIABILITIES AND EQUITY 1,251,526 1,217,501 1,110,529
MEMORANDUM ITEMS:
CONTINGENT LIABILITIES 35 48,042 59,795 59,256
CONTINGENT COMMITMENTS 35 195,382 203,709 163,531
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated balance sheet at 31 December 2011.
5. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group
(see Notes 1 and 55). In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
(Debit) Credit
Notes 2011 2010 (*) 2009 (*)
Interest and similar income 38 60,856 52,907 53,173
Interest expense and similar charges 39 (30,035) (23,683) (26,874)
NET INTEREST INCOME 30,821 29,224 26,299
Income from equity instruments 40 394 362 436
Share of results of entities accounted for using the equity method 41 57 17 (1)
Fee and commission income 42 12,749 11,681 10,726
Fee and commission expense 43 (2,277) (1,946) (1,646)
Gains/losses on financial assets and liabilities (net) 44 2,838 2,164 3,802
Held for trading 2,113 1,312 2,098
Other financial instruments at fair value through profit or loss 21 70 198
Financial instruments not measured at fair value through profit or loss 803 791 1,631
Other (99) (9) (125)
Exchange differences (net) 45 (522) 441 444
Other operating income 8,050 8,195 7,929
Income from insurance and reinsurance contracts issued 46 6,748 7,162 7,113
Sales and income from the provision of non-financial services 46 400 340 378
Other operating income 46 902 693 438
Other operating expenses (8,032) (8,089) (7,785)
Expenses of insurance and reinsurance contracts 46 (6,356) (6,784) (6,774)
Changes in inventories 46 (249) (205) (238)
Other operating expenses 46 (1,427) (1,100) (773)
GROSS INCOME 44,078 42,049 40,204
Administrative expenses (17,781) (16,255) (14,825)
Staff costs 47 (10,326) (9,329) (8,451)
Other general administrative expenses 48 (7,455) (6,926) (6,374)
Depreciation and amortisation charge 16 & 18 (2,109) (1,940) (1,596)
Provisions (net) 25 (2,601) (1,133) (1,792)
Impairment losses on financial assets (net) (11,868) (10,443) (11,578)
Loans and receivables 10 (11,040) (10,267) (11,088)
Other financial instruments not measured at fair value through profit or loss 7 & 29 (828) (176) (490)
PROFIT FROM OPERATIONS 9,719 12,278 10,413
Impairment losses on other assets (net) (1,517) (286) (165)
Goodwill and other intangible assets 17 & 18 (1,161) (69) (31)
Other assets (356) (217) (134)
Gains/(losses) on disposal of assets not classified as non-current assets held for sale 49 1,846 350 1,565
Gains on bargain purchases arising on business combinations - - -
Gains/(losses) on non-current assets held for sale not classified as discontinued operations 50 (2,109) (290) (1,225)
PROFIT BEFORE TAX 7,939 12,052 10,588
Income tax 27 (1,776) (2,923) (1,207)
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 6,163 9,129 9,381
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS (Net) 37 (24) (27) 31
CONSOLIDATED PROFIT FOR THE YEAR 6,139 9,102 9,412
Profit attributable to the Parent 5,351 8,181 8,942
Profit attributable to non-controlling interests 28 788 921 470
EARNINGS PER SHARE
From continuing and discontinued operations
Basic earnings per share (euros) 4 0.60 0.94 1.04
Diluted earnings per share (euros) 4 0.60 0.94 1.04
From continuing operations
Basic earnings per share (euros) 4 0.60 0.94 1.04
Diluted earnings per share (euros) 4 0.60 0.94 1.04
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated income statement for the year ended 31 December 2011.
6. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group
(see Notes 1 and 55). In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED STATEMENTS OF RECOGNISED INCOME AND EXPENSE
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
2011 2010 (*) 2009 (*)
CONSOLIDATED PROFIT FOR THE YEAR 6,139 9,102 9,412
OTHER RECOGNISED INCOME AND EXPENSE (2,570) 1,643 5,551
Available-for-sale financial assets: 344 (2,719) 1,254
Revaluation gains/(losses) 231 (1,863) 2,133
Amounts transferred to income statement 156 (856) (777)
Other reclassifications (43) - (102)
Cash flow hedges: (17) 117 73
Revaluation gains/(losses) (109) (89) 160
Amounts transferred to income statement 92 206 (41)
Amounts transferred to initial carrying amount of hedged items - - -
Other reclassifications - - (46)
Hedges of net investments in foreign operations: 106 (2,253) (1,171)
Revaluation gains/(losses) 13 (2,444) (1,222)
Amounts transferred to income statement 9 191 51
Other reclassifications 84 - -
Exchange differences: (2,824) 5,704 5,915
Revaluation gains/(losses) (2,906) 5,986 5,944
Amounts transferred to income statement 85 (282) (29)
Other reclassifications (3) - -
Non-current assets held for sale: - - (37)
Revaluation gains/(losses) - - (37)
Amounts transferred to income statement - - -
Other reclassifications - - -
Actuarial gains/(losses) on pension plans - - -
Entities accounted for using the equity method: (95) - 148
Revaluation gains/(losses) (37) - -
Amounts transferred to income statement - - -
Other reclassifications (58) - 148
Other recognised income and expense - - -
Income tax (84) 794 (631)
TOTAL RECOGNISED INCOME AND EXPENSE 3,569 10,745 14,963
Attributable to the Parent 3,184 9,031 14,077
Attributable to non-controlling interests 385 1,714 886
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated statement of recognised income and expense
for the year ended 31 December 2011.
7. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 1 and 55). In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
Equity Attributable to the Parent
Shareholders’ Equity
Reserves
Reserves
(losses)
of entities Profit for
Accumulated accounted Other Less: the year Less: Total Non-
Share Share reserves for using the equity Treasury attributable Dividends and shareholders' Valuation controlling Total
capital premium (losses) equity method instruments shares to the Parent remuneration equity adjustments Total interests equity
Ending balance at 31/12/10 (*) 4,164 29,457 28,255 52 8,686 (192) 8,181 (1,270) 77,333 (2,315) 75,018 5,897 80,915
Adjustments due to changes in
accounting policies - - - - - - - - - - - - -
Adjustments due to errors - - - - - - - - - - - - -
Adjusted beginning balance 4,164 29,457 28,255 52 8,686 (192) 8,181 (1,270) 77,333 (2,315) 75,018 5,897 80,915
Total recognised income and
expense - - - - - - 5,351 - 5,351 (2,167) 3,184 385 3,569
Other changes in equity 291 1,766 4,666 7 22 (59) (8,181) (300) (1,789) - (1,789) 164 (1,625)
Capital increases 120 17 (123) - (17) - - - (3) - (3) - (3)
Capital reductions - - - - - - - - - - - (51) (51)
Conversion of financial liabilities
into equity 171 1,773 - - - - - - 1,944 - 1,944 - 1,944
Increases in other equity
instruments - - - - 185 - - - 185 - 185 - 185
Reclassification of financial
liabilities to other equity
instruments - - - - - - - - - - - - -
Reclassification of other equity
instruments to financial liabilities - - - - - - - - - - - - -
Distribution of dividends - - (2,060) - - - - (1,570) (3,630) - (3,630) (431) (4,061)
Transactions involving own equity
instruments (net) - - (31) - - (59) - - (90) - (90) - (90)
Transfers between equity items - (24) 6,970 7 (41) - (8,181) 1,270 - - - - -
Increases (decreases) due to
business combinations - - - - - - - - - - - 162 162
Equity-instrument-based payments - - - - (105) - - - (105) - (105) - (105)
Other increases/(decreases) in
equity - - (90) - - - - - (90) - (90) 484 394
Ending balance at 31/12/11 4,455 31,223 32,921 59 8,708 (251) 5,351 (1,570) 80,896 (4,482) 76,414 6,445 82,859
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December 2011.
8. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 1 and 55).
In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
Equity Attributable to the Parent (*)
Shareholders’ Equity
Reserves
Reserves
(losses)
of entities Profit Non-
Accumulated accounted Other Less: for the year Less: Total controlling Total
Share Share reserves for using the equity Treasury attributable Dividends and shareholders' Valuation interests equity
capital premium (losses) equity method instruments shares to the Parent remuneration equity adjustments Total (*) (*)
Ending balance at 31/12/09 4,114 29,305 24,540 68 7,189 (30) 8,942 (2,296) 71,832 (3,165) 68,667 5,203 73,870
Adjustments due to changes in
accounting policies - - - - - - - - - - - - -
Adjustments due to errors - - - - - - - - - - - - -
Adjusted beginning balance 4,114 29,305 24,540 68 7,189 (30) 8,942 (2,296) 71,832 (3,165) 68,667 5,203 73,870
Total recognised income and
expense - - - - - - 8,181 - 8,181 850 9,031 1,714 10,745
Other changes in equity 50 152 3,715 (16) 1,497 (162) (8,942) 1,026 (2,680) - (2,680) (1,020) (3,700)
Capital increases 50 162 (44) - (168) - - - - - - - -
Capital reductions - - - - - - - - - - - - -
Conversion of financial
liabilities into equity - - - - - - - - - - - - -
Increases in other equity
instruments - - - - 1,821 - - - 1,821 - 1,821 - 1,821
Reclassification of financial
liabilities to other equity
instruments - - - - - - - - - - - - -
Reclassification of other
equity instruments to
financial liabilities - - - - - - - - - - - - -
Distribution of dividends - - (1,825) - - - - (1,270) (3,095) - (3,095) (400) (3,495)
Transactions involving own
equity instruments (net) - - (18) - - (162) - - (180) - (180) - (180)
Transfers between equity
items - (10) 6,712 (16) (40) - (8,942) 2,296 - - - - -
Increases (decreases) due to
business combinations - - - - - - - - - - - 101 101
Equity-instrument-based
payments - - - - (116) - - - (116) - (116) - (116)
Other increases/(decreases) in
equity - - (1,110) - - - - - (1,110) - (1,110) (721) (1,831)
Ending balance at 31/12/10 4,164 29,457 28,255 52 8,686 (192) 8,181 (1,270) 77,333 (2,315) 75,018 5,897 80,915
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December 2011.
2
9. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 1 and 55).
In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
Equity Attributable to the Parent (*)
Shareholders’ Equity
Reserves
Reserves
(losses)
of entities Profit Non-
Accumulated accounted Other Less: for the year Less: Total controlling Total
Share Share reserves for using the equity treasury attributable Dividends and shareholders' Valuation interests equity
capital premium (losses) equity method instruments shares to the Parent remuneration equity adjustments Total (*) (*)
Ending balance at 31/12/08 3,997 28,104 21,158 (290) 7,155 (421) 8,876 (2,693) 65,886 (8,300) 57,586 2,415 60,001
Adjustments due to changes in
accounting policies - - - - - - - - - - - - -
Adjustments due to errors - - - - - - - - - - - - -
Adjusted beginning balance 3,997 28,104 21,158 (290) 7,155 (421) 8,876 (2,693) 65,886 (8,300) 57,586 2,415 60,001
Total recognised income and
expense - - - - - - 8,942 - 8,942 5,135 14,077 886 14,963
Other changes in equity 117 1,201 3,382 358 34 391 (8,876) 397 (2,996) - (2,996) 1,902 (1,094)
Capital increases 117 1,224 (88) - (2) - - - 1,251 - 1,251 2,187 3,438
Capital reductions - - - - - - - - - - - - -
Conversion of financial
liabilities into equity - - - - - - - - - - - - -
Increases in other equity
instruments - - - - 148 - - - 148 - 148 - 148
Reclassification of financial
liabilities to other equity
instruments - - - - - - - - - - - - -
Reclassification of other
equity instruments to
financial liabilities - - - - - - - - - - - - -
Distribution of dividends - - (2,119) - - - - (2,296) (4,415) - (4,415) (233) (4,648)
Transactions involving own
equity instruments (net) - - 321 - - 391 - - 712 - 712 - 712
Transfers between equity
items - (23) 5,891 358 (43) - (8,876) 2,693 - - - - -
Increases (decreases) due to
business combinations - - - - - - - - - - - (10) (10)
Equity-instrument-based
payments - - - - (76) - - - (76) - (76) - (76)
Other increases/(decreases) in
equity - - (623) - 7 - - - (616) - (616) (42) (658)
Ending balance at 31/12/09 4,114 29,305 24,540 68 7,189 (30) 8,942 (2,296) 71,832 (3,165) 68,667 5,203 73,870
(*) Presented for comparison purposes only.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December 2011.
3
10. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to
the Group (see Notes 1 and 55). In the event of a discrepancy, the Spanish-language version prevails.
SANTANDER GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 31 DECEMBER 2011, 2010 AND 2009
(Millions of Euros)
2011 2010 (*) 2009 (*)
A. CASH FLOWS FROM OPERATING ACTIVITIES: 35,995 51,874 (18,036)
Consolidated profit for the year 6,139 9,102 9,412
Adjustments made to obtain the cash flows from operating activities- 21,877 17,849 15,558
Depreciation and amortisation charge 2,109 1,940 1,596
Other adjustments 19,768 15,909 13,962
Net increase/decrease in operating assets- (337) 28,487 23,749
Financial assets held for trading (7,561) 6,310 (10,146)
Other financial assets at fair value through profit or loss (12,221) 413 11,553
Available-for-sale financial assets 383 (3,145) 30,417
Loans and receivables 20,569 18,481 (11,196)
Other operating assets (1,507) 6,428 3,121
Net increase/decrease in operating liabilities- 9,566 55,488 (17,730)
Financial liabilities held for trading (15,348) 7,583 (14,437)
Other financial liabilities at fair value through profit or loss (6,351) 285 6,730
Financial liabilities at amortised cost 32,901 47,274 (10,206)
Other operating liabilities (1,636) 346 183
Income tax recovered/paid (1,924) (2,078) (1,527)
B. CASH FLOWS FROM INVESTING ACTIVITIES: (7,099) (2,635) 2,884
Payments- 10,575 5,310 5,341
Tangible assets 1,858 3,635 1,880
Intangible assets 1,540 1,505 3,223
Investments 1 10 13
Subsidiaries and other business units 7,176 160 225
Non-current assets held for sale and associated liabilities - - -
Held-to-maturity investments - - -
Other payments related to investing activities - - -
Proceeds- 3,476 2,675 8,225
Tangible assets 520 696 1,176
Intangible assets - 9 1,321
Investments 10 104 14
Subsidiaries and other business units 1,044 33 756
Non-current assets held for sale and associated liabilities 1,902 1,833 4,958
Held-to-maturity investments - - -
Other proceeds related to investing activities - - -
C. CASH FLOWS FROM FINANCING ACTIVITIES: (8,111) (11,301) 433
Payments- 16,259 21,470 18,281
Dividends 3,489 4,107 4,387
Subordinated liabilities 5,329 7,727 4,245
Redemption of own equity instruments - - -
Acquisition of own equity instruments 6,937 7,372 9,263
Other payments related to financing activities 504 2,264 386
Proceeds- 8,148 10,169 18,714
Subordinated liabilities 171 287 3,654
Issuance of own equity instruments - - -
Disposal of own equity instruments 6,848 7,191 9,975
Other proceeds related to financing activities 1,129 2,691 5,085
D. EFFECT OF FOREIGN EXCHANGE RATE CHANGES (2,046) 4,957 3,826
E. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 18,738 42,897 (10,892)
F. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 77,786 34,889 45,781
G. CASH AND CASH EQUIVALENTS AT END OF YEAR 96,524 77,786 34,889
COMPONENTS OF CASH AND CASH EQUIVALENTS AT END OF YEAR:
Cash 5,483 5,515 5,172
Cash equivalents at central banks 91,041 72,271 29,717
Other financial assets - - -
Less: Bank overdrafts refundable on demand - - -
TOTAL CASH AND CASH EQUIVALENTS AT END OF YEAR 96,524 77,786 34,889
(*) Presented for comparison purposes only. See Note 37.
The accompanying Notes 1 to 55 and Appendices are an integral part of the consolidated statement of cash flows
for the year ended 31 December 2011.
11. Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory
financial reporting framework applicable to the Group (see Notes 1 and 55). In the event of a discrepancy, the Spanish-
language version prevails.
Banco Santander, S.A. and Companies composing the Santander Group
Notes to the consolidated financial statements
for the year ended 31 December 2011
1. Introduction, basis of presentation of the consolidated financial statements
and other information
a) Introduction
Banco Santander, S.A. (“the Bank” or Banco Santander) is a private-law entity subject to the rules and
regulations applicable to banks operating in Spain. The Bylaws and other public information on the Bank can
be consulted on the website of the Bank (www.santander.com) and at its registered office at Paseo de
Pereda 9-12, Santander.
In addition to the operations carried on directly by it, the Bank is the head of a group of subsidiaries that
engage in various business activities and which compose, together with it, Santander Group (“the Group” or
Santander Group). Therefore, the Bank is obliged to prepare, in addition to its own separate financial
statements, the Group's consolidated financial statements, which also include the interests in joint ventures
and investments in associates.
The Group's consolidated financial statements for 2009 were approved by the shareholders at the Bank's
annual general meeting on 11 June 2010. The Group's consolidated financial statements for 2010 were
approved by the shareholders at the Bank's annual general meeting on 17 June 2011. The 2011 consolidated
financial statements of the Group and the 2011 financial statements of the Bank and of substantially all the
Group companies have not yet been approved by their shareholders at the respective annual general
meetings. However, the Bank's board of directors considers that the aforementioned financial statements will
be approved without any changes.
b) Basis of presentation of the consolidated financial statements
Under Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002, all
companies governed by the Law of an EU Member State and whose securities are admitted to trading on a
regulated market of any Member State must prepare their consolidated financial statements for the years
beginning on or after 1 January 2005 in conformity with the International Financial Reporting Standards
(IFRSs) previously adopted by the European Union (“EU-IFRSs”).
In order to adapt the accounting system of Spanish credit institutions to the new standards, the Bank of Spain
issued Circular 4/2004, of 22 December, on Public and Confidential Financial Reporting Rules and Formats.
The Group's consolidated financial statements for 2011 were formally prepared by the Bank's directors (at the
board meeting on 23 January 2012) in accordance with International Financial Reporting Standards as
adopted by the European Union and with Bank of Spain Circular 4/2004 and Spanish corporate and
commercial law applicable to the Group, using the basis of consolidation, accounting policies and
measurement bases set forth in Note 2 to these consolidated financial statements and, accordingly, they
12. present fairly the Group's equity and financial position at 31 December 2011 and the consolidated results of
its operations, the changes in the consolidated equity and the consolidated cash flows in 2011. These
consolidated financial statements were prepared from the separate accounting records of the Bank and of
each of the companies composing the Group, and include the adjustments and reclassifications required to
unify the accounting policies and measurement bases applied by the Group.
The notes to the consolidated financial statements contain supplementary information to that presented in the
consolidated balance sheet, consolidated income statement, consolidated statement of recognised income
and expense, consolidated statement of changes in total equity and consolidated statement of cash flows.
The notes provide, in a clear, relevant, reliable and comparable manner, narrative descriptions and
breakdowns of these financial statements.
Adoption of new standards and interpretations issued
The following standards and interpretations came into force and were adopted by the European Union in
2011:
- Amendment to IAS 32, Classification of Rights Issues - this amendment relates to the classification of
foreign currency denominated rights issues (rights, options or warrants). Pursuant to this amendment,
when these rights are to acquire a fixed number of shares in exchange for a fixed amount, they are
classified as equity instruments, irrespective of the currency in which that fixed amount is denominated
and provided that the other requirements of the standard are fulfilled.
- Revision of IAS 24, Related Party Disclosures - the revised IAS 24 addresses related party disclosures
in financial statements. There are two new basic features. Firstly, it provides a partial exemption from
certain disclosure requirements when the transactions are between state-controlled entities or
government-related entities (or equivalent government institution) and, secondly, it simplifies the
definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the
definition.
- Amendments to IFRIC 14, Prepayments of a Minimum Funding Requirement - these amendments
remedy the fact that in some circumstances entities could not recognise certain voluntary prepayments
as assets.
- IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments - this interpretation addresses the
accounting by a debtor when all or part of a financial liability is extinguished through the issue of equity
instruments. The interpretation does not apply to transactions in situations where the counterparties in
question are shareholders or related parties, acting in their capacity as such, or where extinguishing
the financial liability by issuing equity instruments is in accordance with the original terms of the
financial liability. In this case, the equity instruments issued are measured at fair value at the date the
liability is extinguished and any difference between this value and the carrying amount of the liability is
recognised in profit or loss.
The application of the aforementioned accounting standards and interpretations did not have any material
effects on the Group's consolidated financial statements.
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13. At the date of preparation of these consolidated financial statements, the European Union had approved and
adopted the amendments to IFRS 7, Financial Instruments, which are mandatorily applicable for reporting
periods beginning on or after 1 July 2011. These amendments reinforce the disclosure requirements
applicable to transfers of financial assets, including both those in which the assets are not derecognised and,
principally, those in which the assets qualify for derecognition but the entity has a continuing involvement in
them.
Lastly, at the date of preparation of these consolidated financial statements, the following Standards and
Interpretations which effectively come into force after 31 December 2011 had not yet been adopted by the
European Union:
- IFRS 9, Financial Instruments: Classification and Measurement (obligatory as from 1 January 2015),
which will in the future replace the part of the current IAS 39 relating to the classification and
measurement of financial assets. IFRS 9 presents significant differences regarding financial assets with
respect to the current standard, including the approval of a new classification model based on only two
categories, namely instruments measured at amortised cost and those measured at fair value, the
disappearance of the current Held-to-maturity investments and Available-for-sale financial assets
categories, impairment analyses only for assets measured at amortised cost and the non-separation of
embedded derivatives in financial contracts. The main change introduced with regard to financial liabilities
applies only to liabilities that an entity elects to measure at fair value. The portion of the change in the fair
value of these liabilities attributable to changes in the entity’s own credit risk must be presented in
Valuation adjustments instead of in profit or loss.
- Amendments to IAS 12, Income Taxes (obligatory for annual reporting periods beginning on or after 1
January 2012) - these amendments incorporate the requirement to measure deferred tax assets and
liabilities relating to investment property depending on whether the entity expects to recover the carrying
amount of the asset through use or sale.
- IFRS 10, Consolidated Financial Statements (obligatory for reporting periods beginning on or after 1
January 2013) - this standard will replace the current IAS 27 and SIC 12, introducing a single basis for
consolidation (control), irrespective of the nature of the investee. IFRS 10 modifies the current definition of
control. The new definition of control sets out the following three elements of control: power over the
investee; exposure, or rights, to variable returns from involvement with the investee; and the ability to use
power over the investee to affect the amount of the investor’s returns.
- IFRS 11, Joint Arrangements (obligatory for reporting periods beginning on or after 1 January 2013) - this
standard will replace the IAS 31 currently in force. The fundamental change introduced by IFRS 11 with
respect to the current standard is the elimination of the option of proportionate consolidation for jointly
controlled entities, which will begin to be accounted for using the equity method.
- IFRS 12, Disclosure of Interests in Other Entities (obligatory for reporting periods beginning on or after 1
January 2013) - this standard represents a single standard presenting the disclosure requirements for
interests in other entities (whether these be subsidiaries, associates, joint arrangements or other interests)
and includes new disclosure requirements. The objective of this standard is to require an entity to disclose
information that enables users of its financial statements to evaluate the nature of its interests in other
entities (control), the possible restrictions on its ability to access or use assets and settle liabilities, the
risks associated with its interests in unconsolidated structured entities, etc.
3
14. - IFRS 13, Fair Value Measurement (obligatory for reporting periods beginning on or after 1 January 2013) -
this standard replaces the current rules concerning fair value contained in various standards and sets out
in a single IFRS a framework for measuring fair value. It does not modify the criteria set out in other
standards for measuring assets and liabilities at fair value. IFRS 13 is applicable to the measurement of
both financial and non-financial items and it introduces new disclosure requirements.
- Amendments to IAS 27 and IAS 28 (revised) (obligatory for reporting periods beginning on or after 1
January 2013) - these amendments reflect the changes arising from the new IFRS 10 and IFRS 11
described above.
- Amendments to IAS 1, Presentation of Items of Other Comprehensive Income (obligatory for reporting
periods beginning on or after 1 July 2012) - these amendments consist basically of the requirement to
present items that will be reclassified (recycled) to profit or loss in subsequent periods separately from
those that will not be reclassified.
- Amendments to IAS 19, Employee Benefits (obligatory for reporting periods beginning on or after 1
January 2013) - these amendments eliminate the "corridor" under which entities are currently able to opt
for deferred recognition of a given portion of actuarial gains and losses, establishing that when the
amendments come into effect, all actuarial gains and losses must be recognised immediately (see Note
25). The amendments include significant changes in the presentation of cost components, as a result of
which service cost (past service cost and plan curtailments and settlements) and net interest will be
recognised in profit or loss and the remeasurement component (comprising basically gains and losses)
will be recognised in Equity - Valuation adjustments and may not be reclassified to profit or loss.
- Amendments to IAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities (obligatory for reporting periods beginning on or after 1 January 2014) - these amendments
introduce a series of additional clarifications on the requirements established by the standard for an entity
to be able to offset a financial asset and a financial liability, indicating that they can only be offset when an
entity currently has a legally enforceable right to set off the recognised amounts and this does not depend
on the occurrence of future events.
- Amendments to IFRS 7, Offsetting Financial Assets and Financial Liabilities (obligatory for reporting
periods beginning on or after 1 January 2013) - these amendments introduce new disclosures for financial
assets and financial liabilities that are presented net in the balance sheet and for other instruments subject
to an enforceable netting arrangement.
- IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine - in view of its nature, this
interpretation does not affect the Group's operations.
The Group is currently analysing the possible effects of these new standards and interpretations.
All accounting policies and measurement bases with a material effect on the 2011 consolidated financial
statements were applied in their preparation.
c) Use of estimates
The consolidated results and the determination of consolidated equity are sensitive to the accounting policies,
measurement bases and estimates used by the directors of the Bank in preparing the consolidated financial
statements. The main accounting policies and measurement bases are set forth in Note 2.
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15. In the consolidated financial statements estimates were occasionally made by the senior management of the
Bank and of the consolidated entities in order to quantify certain of the assets, liabilities, income, expenses
and commitments reported herein. These estimates, which were made on the basis of the best information
available, relate basically to the following:
- The impairment losses on certain assets (see Notes 6, 7, 8, 10, 12, 13, 16, 17 and 18);
- The assumptions used in the actuarial calculation of the post-employment benefit liabilities and
commitments and other obligations (see Note 25);
- The useful life of the tangible and intangible assets (see Notes 16 and 18);
- The measurement of goodwill arising on consolidation (see Note 17); and
- The fair value of certain unquoted assets and liabilities (see Notes 6, 7, 8, 9, 10, 11, 20, 21 and 22).
d) Other matters
i. Disputed corporate resolutions
The directors of the Bank and its legal advisers consider that the objection to certain resolutions adopted by
the Bank's shareholders at the general meetings on 18 January 2000, 4 March 2000, 10 March 2001, 9
February 2002, 24 June 2002, 21 June 2003, 19 June 2004, 18 June 2005 and 11 June 2010 will have no
effect on the financial statements of the Bank and the Group.
The status of these matters at the date of preparation of the consolidated financial statements is detailed
below:
On 25 April 2002, the Santander Court of First Instance number 1 dismissed in full the claim contesting
the resolutions adopted by the shareholders at the general meeting on 18 January 2000. The plaintiff filed
an appeal against the judgment. On 2 December 2002, the Cantabria Provincial Appellate Court
dismissed the appeal. The Bank appeared as a party to the cassation appeal and filed pleadings with
respect to the inadmissibility of the appeal. In the Order dated 4 November 2008 the Supreme Court
considered the appeal to have been withdrawn in view of the decease of the appellant and the failure to
appear of his heirs.
On 29 November 2002, the Santander Court of First Instance number 2 dismissed in full the claims
contesting the resolutions adopted by the shareholders at the general meeting on 4 March 2000. The
plaintiffs filed an appeal against the judgment. On 5 July 2004, the Cantabria Provincial Appellate Court
dismissed the appeal. One of the appellants prepared and filed an extraordinary appeal on grounds of
procedural infringements and a cassation appeal against the judgment, which were not given leave to
proceed by order of the Supreme Court of 31 July 2007.
On 12 March 2002, the Santander Court of First Instance number 4 dismissed in full the claims contesting
the resolutions adopted by the shareholders at the general meeting on 10 March 2001. The plaintiffs filed
an appeal against the judgment. On 13 April 2004, the Cantabria Provincial Appellate Court dismissed the
appeals. One of the appellants prepared and filed an extraordinary appeal on grounds of procedural
infringements and a cassation appeal against the judgment, which were not given leave to proceed by
order of the Supreme Court of 6 November 2007.
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16. On 9 September 2002, the Santander Court of First Instance number 5 dismissed in full the claim
contesting the resolutions adopted by the shareholders at the general meeting on 9 February 2002. The
plaintiff filed an appeal against the judgment. On 14 January 2004, the Cantabria Provincial Appellate
Court dismissed the appeal. The appellant prepared and filed an extraordinary appeal on grounds of
procedural infringements and a cassation appeal against the judgment, which were not given leave to
proceed by order of the Supreme Court of 8 May 2007.
On 29 May 2003, the Santander Court of First Instance number 6 dismissed in full the claim contesting the
resolutions adopted by the shareholders at the general meeting on 24 June 2002. The plaintiffs filed an
appeal against the judgment. On 15 November 2005, the Cantabria Provincial Appellate Court dismissed
the appeal in full. The appellants filed an extraordinary appeal on grounds of procedural infringements and
a cassation appeal against the judgment. The Bank appeared as a party to the two appeals and filed
pleadings with respect to the inadmissibility thereof. In the order dated 23 September 2008 the Supreme
Court refused leave to proceed with the aforementioned appeals.
On 23 November 2007, the Santander Court of First Instance number 7 dismissed in full the claims
contesting the resolutions adopted by the shareholders at the annual general meeting on 21 June 2003.
The plaintiffs filed an appeal against the judgment. The court was notified of the decease of one of the
appellants and the court considered his appeal to have been withdrawn on the grounds of his decease
and the failure to appear of his heirs. The other three appeals filed were dismissed in full by the Cantabria
Provincial Appellate Court on 30 June 2009. The appellants filed an extraordinary appeal on grounds of
procedural infringements and a cassation appeal against this judgment, and the appeal filed by one of the
three appellants was refused leave to proceed by the Provincial Appellate Court. The cassation appeals
filed against the judgments that dismissed the claims contesting the resolutions adopted at the annual
general meeting on 21 June 2003 were not given leave to proceed by order of the Supreme Court of 25
January 2011.
On 28 October 2005, the Santander Court of First Instance number 8 dismissed in full the claims
contesting the resolutions adopted by the shareholders at the general meeting on 19 June 2004. The
plaintiffs filed an appeal against the judgment. In a Judgment dated 28 June 2007 the Cantabria Provincial
Appellate Court dismissed the appeals in full. Against this judgment the plaintiffs prepared and filed
cassation appeals and extraordinary appeals on the grounds of procedural infringements. The cassation
appeal and extraordinary appeal for procedural infringement filed by one of the appellants were refused
leave to proceed due to the decease of the appellant and the failure to appear of his heirs. The other two
appeals were refused leave to proceed by order of the Supreme Court of 27 October 2009.
On 13 July 2007, the Santander Court of First Instance number 10 dismissed in full the claims contesting
the resolutions adopted by the shareholders at the general meeting on 18 June 2005. The plaintiffs filed
an appeal against the judgment. In a judgment dated 14 May 2009 the Cantabria Provincial Appellate
Court dismissed the appeals in full. Against this judgment the plaintiffs prepared and filed a cassation
appeal and an extraordinary appeal on the grounds of procedural infringements, and these appeals are
still being processed at the Supreme Court.
A claim contesting certain of the resolutions adopted by the shareholders at the general meeting held on
11 June 2010 is currently in process at the Santander Commercial Court number 1.
ii. Credit assignment transactions
Following the prolonged investigations carried out since 1992 by the Madrid Central Examining Court number
3, and the repeated applications by the Public Prosecutor's Office and the Government Lawyer, as the
representative of the Public Treasury, to have the case against the Bank and its executives dismissed and
struck off, the trial commenced at Panel One of the Criminal Chamber of the National Appellate Court and
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