Actions follow the confirmations of Spanish parents' standalone ratingsNew York, October 25, 2012 -- Moody's Investors Service today confirmed the long- and short-term ratings of the US mainland subsidiaries of Banco Santander S.A. (Santander) and Banco Bilbao Vizcaya Argentaria, S.A. (BBVA). Following the confirmations, Moody's returned the subsidiaries' rating outlooks to stable, with the exception of Santander Holdings USA, Inc. (SHUSA), which was assigned a negative outlook. These actions conclude the reviews for downgrade that were initiated on 27 June 2012. Moody's also continued the reviews for downgrade on the long- and short-term ratings of Santander's and BBVA's Puerto Rico bank subsidiaries. (For purposes of this press release, "US subsidiaries" exclude the Puerto Rico subsidiaries.) See List of Affected Ratings below.

Today's actions follow the rating confirmations of Santander (standalone bank financial strength rating (BFSR)/baseline credit assessment (BCA) of C-/baa2, negative outlook) and BBVA (standalone BFSR/BCA of D+/baa3, negative outlook). These actions are discussed in the press release "Moody's concludes rating reviews on majority of Spanish banks after sovereign rating confirmation," dated 24 October 2012 and available on moodys.com.

LIST OF AFFECTED RATINGS Subsidiaries of Santander: - Santander Holdings USA, Inc. (SHUSA): all long- and short-term ratings (senior at Baa2) confirmed; negative outlook assigned

- Sovereign Capital Trust IV: Ba1 (hyb) preferred stock rating confirmed; negative outlook assigned

- Sovereign Capital Trust V: (P)Ba1 preferred stock rating confirmed

- Sovereign Capital Trust VI: Ba1 (hyb) preferred stock rating confirmed; negative outlook assigned

- Sovereign Bank, N.A.: all long- and short-term ratings (deposits at Baa1), including the standalone BFSR/BCA of C-/baa1, confirmed; stable outlook assigned

- Sovereign Real Estate Investment Trust: Ba1 (hyb) non-cumulative preferred stock rating confirmed; stable outlook assigned

- Banco Santander Puerto Rico: all long- and short-term ratings remain on review for downgrade; the standalone BFSR/BCA of C-/baa1, which was placed on review for downgrade on 10 April 2012 because of Puerto Rico's difficult operating environment, also remains on review for downgrade

Subsidiaries of BBVA:

- BBVA USA Bancshares, Inc.: Baa3 long-term issuer rating confirmed; stable outlook assigned

- Compass Bank: all long- and short-term ratings (deposits at Baa2), including the standalone BFSR/BCA of C-/baa2, confirmed; stable outlook assigned

- Phoenix Loan Holdings: Ba2 (hyb) non-cumulative preferred stock rating confirmed; stable outlook assigned

- Banco Bilbao Vizcaya Argentaria Puerto Rico: all long- and short-term ratings remain on review for downgrade; the standalone BFSR/BCA of C-/baa2, which was placed on review for downgrade on 10 April 2012 because of Puerto Rico's difficult operating environment, also remains on review for downgrade

For additional information on bank ratings, please refer to the webpage containing Moody's related announcements: http://www.moodys.com/bankratings2012.

RATINGS RATIONALE

Today's confirmations of the US subsidiaries' ratings follow the confirmations of their parents' standalone ratings and reflect Moody's view that the bank subsidiaries are sufficiently insulated from problems at their parent companies to support higher standalone ratings. This view is underpinned by the strong regulatory ring-fencing in the US, which should prevent extraordinary capital and liquidity flows from the subsidiaries to their Spanish parents.

Other key considerations supporting Moody's view that the subsidiaries are relatively independent from their parents include: 1) the bank subsidiaries are primarily core deposit-funded and have limited reliance on short-term, confidence sensitive wholesale funding, 2) the bank subsidiaries have their own customers that are almost entirely US-based, and they do not derive significant revenues from providing services to their parents' customers or from distribution of their parents' products, 3) the bank subsidiaries and their US holding companies have separate boards of directors with independent members, 4) the subsidiaries have their own infrastructures and are not heavily reliant on their parents for key business/control functions, and 5) the subsidiaries are relatively insulated from the macroeconomic pressures affecting their parents in Spain.

Following today's confirmations, the standalone ratings of Santander's and BBVA's lead US banks (Sovereign Bank and Compass Bank, respectively) remain one notch above their parents' respective standalone ratings. Given the characteristics described above, Moody's said that a one-notch downgrade of the parents' standalone ratings likely would not affect the standalone ratings of the bank subsidiaries. This is reflected in the stable outlooks on Sovereign Bank and all of BBVA's US subsidiaries, including Compass Bank. Moody's added that these entities had stable outlooks prior to this latest review for downgrade, reflecting their good capital positions, improvement in their profitability and asset quality metrics, and reductions in their asset concentrations.

The ratings of Santander's US holding company, SHUSA, and its capital trust subsidiaries continue to benefit from one notch of parental support uplift given Santander's continued capacity to support these subsidiaries. This is reflected in Santander's standalone rating of baa2, one notch above SHUSA's intrinsic financial strength of baa3. A one-notch downgrade of Santander's standalone rating would likely result in the removal of parental support uplift at SHUSA. As a result, following today's confirmations, Moody's assigned a negative rating outlook to SHUSA and its capital trust subsidiaries, consistent with the negative outlook on its Spanish parent.

In the event of a multi-notch downgrade of the parents' standalone ratings, the standalone ratings of the bank subsidiaries would be reassessed. Although Moody's believes that the subsidiaries are reasonably insulated from their parents' credit issues, the linkages that do remain could have negative consequences for the subsidiaries if the parents' credit profiles weaken significantly. Those linkages include: 1) the subsidiaries' significant reliance on parental support in recent years, 2) shared name/branding to varying degrees, which could lead to contagion or confidence sensitivity issues, and 3) key members of management have come from their Spanish parents, which heightens the risk that those managers could be pulled out of the US if needed in Spain or other parts of the companies. Moody's added that significant deterioration in Santander's creditworthiness could also have a negative effect on SHUSA's funding profile, given its majority ownership of Santander Consumer USA, Inc., a subprime/near-prime auto finance company that is reliant on confidence sensitive wholesale funding to finance its operations.

As part of today's actions, Moody's continued the reviews for downgrade on the long- and short-term ratings of Banco Santander Puerto Rico and Banco Bilbao Vizcaya Argentaria Puerto Rico. The Puerto Rico bank subsidiaries' standalone ratings were initially placed on review for downgrade in April 2012, reflecting the adverse effects of Puerto Rico's ongoing recession on its banking sector, as well as the weak prospects for a sustainable recovery in the coming years. Moody's added that the reviews will consider the probability that parental support would be provided, if needed, and the parents' capacity to provide support. Moody's expects to conclude those reviews shortly.

The principal methodology used in these ratings was Moody's Consolidated Global Bank Rating Methodology published in June 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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