SANTANDER BANCORP ITEM 1A RISK FACTORS The Corporation is subject to risk in several areas |
Discussed below, and elsewhere in this report, are the various risk factors that could cause the Corporation’s financial condition and results of operations to vary significantly from period to period |
Please refer to the “Regulation and Supervision” section of this report for more information about legislative and regulatory risks |
Also refer to the MD&A section, Quantitative and Qualitative Disclosures about Market Risk, and the Financial Statements and Supplementary Data sections in this report for additional information about credit, interest rate and market risks |
Any factor described below or elsewhere in this report or in our 2005 Annual Report to Stockholders could, by itself or together with one or more other factors, have a material adverse effect on the Corporation’s financial condition and results of operations |
General business, economic and political conditions |
The Corporation’s businesses and earnings are affected by general economic and political conditions in Puerto Rico and the United States of America |
General business and economic conditions that could affect the Corporation include short-term and long-term interest rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, and the strength of the United States and Puerto Rico economies |
A period of reduced economic growth or a recession has historically resulted in a reduction in lending activity and an increase in the rate of defaults on loans |
A recession may have an adverse impact on net interest income and fee income |
The Corporation may also experience significant losses on the loan portfolio due to defaults as customers become unable to meet their obligations, which would result in an adverse effect on earnings as higher reserves for loan losses would be required |
Geopolitical conditions can also affect the Corporation’s earnings |
Acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, could affect the general business and economic conditions in Puerto Rico, United States and abroad |
The Corporation’s financial activities and credit exposure are concentrated in Puerto Rico |
As a result, the Corporation’s financial condition and results of operations are highly dependent on economic conditions in Puerto Rico |
An extended economic slowdown, adverse political or economic developments or natural disasters such as hurricanes, affecting Puerto Rico could result in a reduction in lending activities and an increase in the level of nonperforming assets and charge offs, all of which would adversely affect the Corporation’s profitability |
The Corporation operates in a highly competitive environment in Puerto Rico from other United States, Puerto Rico and foreign banks as well as mortgage banking companies, insurance companies and brokers-dealers |
Increased competition could require that the Corporation lower rates charged on loans or increase rates offered on deposits, which could adversely affect profitability |
The Corporation’s business model is based on a diversified mix of businesses that provide a broad range of financial products and services, delivered through multiple distribution channels |
The Corporation’s success depends, in part, on its ability to adapt its products and services to evolving industry standards |
There is increasing pressure to provide products and services at lower prices |
This can reduce the Corporation’s net interest margin and income from fee-based products and services |
In addition, the widespread adoption of new technologies, including internet services, could require the Corporation to incur in substantial expenditures to modify or adapt its existing products and services in order to remain competitive |
The Corporation is at risk of not being successful or timely in introducing new products and services, responding or adapting to changes in consumer spending and saving habits, achieving market acceptance of its products and services, or developing and maintaining loyal customers |
Net interest income is the interest earned on loans, securities and other assets minus the interest paid on deposits, long-term and short-term debt and other liabilities |
Net interest income is the difference between the yield on assets and the rate paid on deposits and other sources of funding |
These rates are highly sensitive to many factors beyond the Corporation’s control, including general economic conditions and the policies of various governmental and regulatory agencies |
Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding |
The impact of these changes may be magnified if the Corporation does not effectively manage the relative sensitivity of its assets and liabilities to changes in market interest rates |
Changes in interest rates could adversely affect net interest margin |
Although the yield earned on assets and funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing the Corporation’s net interest margin to expand or contract |
The Corporation’s liabilities tend to be shorter in duration than its assets, so they may adjust faster in response to changes in interest rates |
18 _________________________________________________________________ [51]Table of Contents Changes in the slope of the “yield curve” – or the spread between short-term and long-term interest rates – could also reduce the Corporation’s net interest margin |
However, since the Corporation’s liabilities tend to be shorter in duration than its assets, they may adjust faster in response to changes in interest rates |
The Corporation assesses its interest rate risk by estimating the effect on earnings under various scenarios that differ based on assumptions about the direction, magnitude and speed of interest rate changes and the slope of the yield curve |
Some interest rate risk is hedged with derivatives |
However, not all interest rate risk is hedged |
There is always the risk that changes in interest rates could reduce net interest income and earnings in material amounts, especially if actual conditions turn out to be materially different than what the Corporation expected |
For example, if interest rates rise or fall faster than the Corporation assumed, or the slope of the yield curve changes, the Corporation may incur significant losses on debt securities held as investments |
To reduce interest rate risk, the Corporation may rebalance its investment and loan portfolios, refinance its debt and take other strategic actions |
Certain losses or expenses may be incurred when such strategic actions are taken |
When the Corporation lends money or commits to lend money or enters into a contract with a counterparty, it incurs credit risk, or the risk of losses if borrowers do not repay their loans or counterparties fail to perform according to the term of their contract |
The Corporation allows for and reserves against credit risks based on its assessment of credit losses inherent in its loan portfolio (including unfunded credit commitments) |
The process for determining the amount of the allowance for loan losses is critical to the Corporation’s financial condition and results of operations |
It requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of borrowers to repay their loans |
As is the case with any such assessments, there is always the chance that the Corporation will fail to identify the proper factors or that it will fail to accurately estimate the impacts of factors that are identified |
For further discussion of credit risk and the Corporation’s credit risk management policies and procedures, refer to “Credit Risk Management and Loan Quality” in the MD&A Changes in market prices of managed assets |
The Corporation earns fee income from managing assets for others and providing brokerage services |
Since investment management fees are often based on the value of assets under management, a fall in the market prices of those assets could reduce the Corporation’s fee income |
Changes in stock market prices could affect the trading activity of investors, reducing commissions and other fees earned from the brokerage business |
Changes in accounting standards |
The Corporation’s accounting policies are fundamental to understanding it financial condition and results of operations |
Some of these policies require the use of estimates and assumptions that may affect the value of assets or liabilities and financial results |
Several of our accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions |
For a description of the Corporation’s critical accounting policies, refer to “Critical Accounting Policies” in the MD&A From time to time the Financial Accounting Standards Board (FASB), the SEC and other regulatory bodies, change the financial accounting and reporting standards that govern the preparation of external financial statements |
These changes are beyond the Corporation’s control, can be difficult to predict and could materially impact how it reports financial condition and results of operations |
In some cases, the Corporation could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements |
Federal and state regulations |
The Corporation, the banks and non banking subsidiaries are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of its operations |
These regulations protect depositors, federal deposit insurance funds, consumers and the banking system as a whole, not stockholders |
The Corporation and its non banking subsidiaries are also heavily regulated by securities regulators |
This regulation is designed to protect investors in securities we sell or underwrite |
Congress and state legislatures and foreign, federal and state regulatory agencies continually review laws, regulations and policies for possible changes |
Changes to statutes, regulations or regulatory policies, including interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable ways including limiting the types of financial services and products it may offer and increasing the ability of non banks to offer competing financial services and products |
Implementation of regulatory changes could also be costly to the Corporation |
Governmental fiscal and monetary policy |
The Corporation’s earnings are affected by domestic and international monetary policy |
For example, the Board of Governors of the Federal Reserve System regulates the supply of money and credit in the 19 _________________________________________________________________ [52]Table of Contents United States |
These policies, to a large extent, determine the Corporation’s cost of funds for lending and investing and the returns earned on those loans and investments, both of which affect net interest margin |
These policies can also affect the value of financial instruments, such as debt securities and mortgage servicing rights as well affecting borrowers by potentially increasing the risk that they may fail to repay their loans |
The Corporations earnings are also affected by the fiscal policies that are adopted by various regulatory authorities of Puerto Rico and the United States |
Changes in tax laws can have a potentially adverse impact on the Corporation’s earnings |
Changes in domestic and international monetary and fiscal policies are beyond the Corporation’s control and are difficult to predict |
Liquidity risk |
Liquidity is essential to business and could be impaired by an inability to access the capital markets or unforeseen outflows of cash |
This situation may arise due to circumstances that the Corporation may be unable to control, such as a general market disruption |
The Corporation’s credit ratings are important to its liquidity |
A reduction in credit ratings could adversely affect its liquidity and competitive position, increase borrowing costs, limit access to the capital markets |
For a further discussion of the Corporation’s liquidity, refer to “Liquidity Risk” in the MD&A Operational risk |
The Corporation is exposed to operational risk |
In its daily operations, the Corporation relies on the continued efficacy of its technical and telecommunication systems, operational infrastructure, relationships with third parties and the vast array of associates and key executives in its day to day and ongoing operations |
Failure by any or all of these resources subjects the Corporation to risks that may vary in size, scale and scope |
This includes but is not limited to operational or technical failures, ineffectiveness or exposure due to interruption in third party support as expected, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors (including clerical or recordkeeping errors), as well as, the loss of key individuals or failure on the part of the key individuals to perform properly |
Reputational risk |
The Corporation is subject to reputation risk, or the risk to earnings and capital from negative public opinion |
The Corporation’s ability to attract and retain customers and employees could be adversely affected to the extent its reputation is damaged |
The Corporation’s failure to address, or to appear to fail to address various issues that could give rise to reputational risk could cause harm to the Corporation and its business prospects and could lead to litigation and regulatory action |
These issues include, but are not limited to, appropriately addressing potential conflicts of interest; legal and regulatory requirements; ethical issues; money laundering ; privacy; properly maintaining customer and associated personal information; record keeping; sales and trading practices; and the proper identification of the legal, reputational, credit, liquidity, and market risks inherent in its products |
There are significant risks associated with mergers |
Future business acquisitions could be material to the Corporation and could require the issuance of additional capital or incurring of debt |
In that event, the Corporation could become more susceptible to economic downturns and competitive pressures |
Merger risk includes the possibility that projected growth opportunities and cost savings fail to be realized, and that the integration process results in the loss of key employees, or that the disruption of ongoing business from the merger could adversely affect the Corporation’s ability to maintain relationships with customers |
Litigation risk |
The volume of claims and the amount of damages and penalties claimed in litigation and regulatory proceedings against financial institutions remains high |
Substantial legal liability or significant regulatory action against the Corporation could have material adverse financial effects or cause significant reputational harm to the Corporation, which could result in serious financial consequences |
The SEC and other government agencies are currently conducting investigations of mortgage loan transfers and related transactions among several Puerto Rico banking institutions, the Corporation is unable to predict whether or to what extent such investigations will have adverse effects on the Corporation |